The Riddlyr
by Armageddon Child
Summary: I am the beginning. I am the end. I am every drop of blood you've ever split, every child you've ever killed, every soul you've ever damned... see inside for full introduction
1. Chapter One: Tales of a Fledgling

A/N: My second fic...YAY! This ones going to be alot longer and more indepth than my first one. It's set in the near future, and yes, the flock _is_ going to be in it so don't freak out. Enjoy...or don't...it's your choice really...

* * *

**The Riddlyr**

_Chapter One_

In my world, Itex rules.

The year is 2030, and it was almost twenty-three years ago that everything fell apart. There was nothing anybody could to do stop it. There was no weapon to hold them back, no treaty to meet their satisfaction…no mercy as their reign began.

The government fell; it had been unsteady to begin with. The public submitted; their courage had faded a long time ago. People gave up…and they let Itex do…whatever Itex wanted.

I had heard rumors of when Itex was still young.

They were naive in the ways of genetic engineering. Haphazardly creating experiments…oddities…freaks. Itex had grown a lot since the disasters of its youth, their designs perfect. Their Erasers flawless. Their grip tightening around the world's throat.

That's when the virus broke free.

It escaped from the labs by accident, an experiment that…didn't go quite exactly as planned. It infected pregnant women, settling in their bloodstream, transferring the disease to their babies. Every infected mother died…and yet, the children were saved.

It was then that the first Fledglings were born.

The world had seen avian-hybrids before, but never like this…

Fledglings were born with wings. They were born naturally. They were born superior…and Itex was afraid. The white-coat's worked for a cure. They worked non-stop, in shifts from daybreak to sunset. They worked for three months…and found what they were looking for.

A pill was created.

It stunted Fledgling growth, made them…less. Yet, even the Alter Pill had faults. Tiny holes in its structure. Strands missing from the overall. Defeating its function. No matter how hard they tried, the Alter Pill still had flaws.

I am one of those flaws.

They call me The Riddlyr…

* * *

The wall-clock hummed lazily. It's hands spinning across the smooth plastic surface like ice-skaters across a frozen lake. A steady pattern. A set beat. 

_Tick. Tick. Tick. Tick._

Nero kept his head down, tearing distractedly at the frayed edges of the fake leather armchair he had sunken into. His legs dangled a few inches off the floor. As usual, he was still too short.

The solid oak desk in front of him was occupied. By whom, Nero didn't know. He kept his head ducked in such a manner that only the man's slightly stubbled chin was visible, his sagging cheeks flecked with age spots.

The man didn't move.

Nero didn't speak.

The wall-clock continued its routine.

_Tick. Tick. Tick. Tick._

The man cleared his throat, shuffling through a thin pile of papers in front of him with his neatly manicured fingers. He stopped shuffling, glancing over as if just noticing the rather short person sunk in his fake leather armchair.

"Nero?" he asked, pretending to move the papers around like it mattered, "Do you know…why you're here?"

Nero kept his mouth shut.

"You're here," the man continued, ignoring his audience's lack of enthusiasm, "because this is the third fight you've…participated in, in this last month alone."

Silence.

"Well," he cleared his throat again, "if this were the case with any other student, I think a one week suspension would be a just punishment. But…you, Nero, you're…different."

The man paused as if expecting a reaction.

"Do you know…why you're different, Nero?" he prodded cautiously.

The man's lips pulled down in a displeased frown. Nero kept his head low, concentrating hard on the pale-carpeted floor. His hands curled into fists as the man cleared his throat again.

"Nero? I'd like you to answer me…why are you different?"

"Because I'm a fledgling," Nero said bluntly, cutting the man's next sentence off.

He cleared his throat a third time, tugging uncomfortably at the edges of his collared sleeves. "Yes, this much is true. You do indeed carry the avian gene though I prefer you do not use such slang as _fledgling_ within my office."

Stiffly, he brushed invisible dust off his desk, "Now. The avian gene is _not_ a disease. It is _not_ your fault that you are different…"

"Not my fault I'm a freak," Nero muttered.

"It _is_ however," the man continued, "your fault that you continue to insist on fighting with those who are different from you. Those who are…"

"Normal," Nero offered, his eyes locked on the floor.

Silence.

_Tick. Tick. Tick. Tick._

Nero finally looked up, staring firmly into the cold eyes of his Principal.

"Nero," he said icily, "do you know what the Alter pill is?"

Nero gritted his teeth, his nails biting into the palm of his hand, "Yes."

"Enlighten me," the Principal said abruptly.

_Tick. Tick. Tick. Tick._

"It was made to get rid of the avian gene," Nero said carefully, a hot burn creeping up his neck, "to make fle…the infected ones…normal."

The Principal stood up, his chair creaking as the sudden weight was removed. He pushed aside a stress-reliever with his fingertip and cleared his throat for the last time. "I hope you've gained something from out little chat. I'm sending you home early today; this is the only punishment I will deal. You're parents will be informed."

"Par_ent_," Nero corrected him quietly, sliding out of the room and shutting the door behind him. He shoved his hands into the pockets of his heavy cotton hoodie, his worn sneakers scuffing the empty school hallway. He didn't bother to stop at his locker…all of the sudden, schoolwork didn't seem so important.

The sun was burning fully as Nero turned his back on the fenced in playground pounded ruthlessly into the cement next to the brick walls. He brushed his fingertip over the bruise collecting under his eye, flinching at the pain it brought.

How was he going to explain _this_?

* * *

"I'm home." 

Robert Riddlyr glanced over his shoulder, nearly dropping the frying pan he had been holding in the process. He set the pan down, dread creeping into his stomach as he wiped his hands on the white apron tied around his waist.

"Nero," he said calmly, turning around to face his son, "you're…home early."

Nero traced the tiled floor with the tip of his sneaker, a sore spot rising on the back of his neck from bending it for so long. He shrugged, letting his dark hair fall over his face, "I…it's…it's nothing. The Principal sent me home early."

Robert rubbed his wire-rimmed glasses on the edge of his collared button-up shirt, sliding them firmly onto his nose-bridge and motioning foreword with his other hand. Nero hesitated, glancing back at the doorway just a few steps behind him, and trudged across the kitchen to his father's side.

"Let me see," Robert said curtly, lifting Nero's chin just enough for his hair to slide away, giving him a clear view of the blackened skin under his eye.

He made a deep noise in the back of his throat, pulling a nearly empty tube of Neosporin from his pocket and untwisting the cap. "How many were there this time?"

Nero flinched as Robert rubbed the cream across the bruise, "Three," he muttered.

Robert shook his head, "First it's one, then it's two…" he sighed setting the bottle down on the counter, "now it's three. Next, there'll be four. Then five…Nero, when is this going to stop?"

This time there was no wall-clock to fill the silence.

Robert ran his hand through Nero's ruffled hair, smiling sadly, "I don't know what to do," he shrugged, "I really don't know what to do with you. You're mother…" his hand dropped away, "…she would have known.

"They're just bullies," Nero said quickly, "I can handle it."

With a deep frown, Robert turned back to the stove, running his hand across the grip of the frying pan. He laughed, flinching as it came out more like a snort, "That's just you, isn't it?" he said distractedly, "You can handle anything, right? Nero Riddlyr…conqueror of all."

"Dad…" Nero muttered, turning away.

Robert turned back, his eyes shining with unshed tears, "And…on your birthday, too? You think they'd give you a break on your birthday…fourteen, right? The big one four. I remember when I was fourteen…back then, when we didn't have to worry about Itex," his voice grew hard, the pan slipping from his hand and clattering to the floor.

He glanced up, only now noticing that Nero had gone.

He rubbed his temples, leaning against the counter as a distant car alarm squealed.

* * *

Nero slammed the door behind him, hot tears of anger and disappointment burning his eyes. He tore his shirt off, throwing it on his bed and turning around to look at himself in the full-length mirror tilted crazily against the wall. 

He was short…too short to be fourteen. His eyes were too young. His chest too thin. Skinny…but not strong. Not strong enough. Dark bruises spotted his ribs. Stretching painfully across the skin, leaving a black mark where each kid had kicked him. His shoulder was sore from being thrown to the ground. His bottom lip burned from where his teeth had punched through as he hit the concrete…

The mirror shattered against his fist, cutting razor thin slits across his knuckles.

Nero sat down hard on the edge of his bed, burying his head into his hands, letting the blood smear across his face.

The bits of mirror littered the floor, smiling up at him mockingly. Each tiny piece reflecting back…just to show him how much of a freak he was. A million Nero's patterned the carpet. A million blood shot eyes. A million bruises and cuts…

A million pairs of black wings rising from his shoulder blades, the ebony feathers falling around him in a halo as he shook.

When was this every going to end?


	2. Chapter Two: Beginning of the End

A/N: now comes the fun part! Wheeeee!

* * *

**The Riddlyr**

Chapter Two

The cursor blinked repeatedly on the empty search bar. Nero shifted uncomfortably in his chair, glancing over at the door and drumming his fingers on the keyboard. _Just do it._

His fingers flew across the black keys and he hit the enter bar quickly.

One to thirty of about sixty thousand results for '_fledgling_'.

Nero frowned, clicking back on the search bar. There had to be some way to narrow the search. He tried 'Alter pill' and drew up even more results than the first. His feathers bristled awkwardly under his heavy jacket. It was always uncomfortable to hide his wings this way, and its not like hiding them made much of a difference. Everyone already knew what he was.

He punched at the keys, taking one last shot.

_Alter pill failures._

Only one link popped up. It was a newspaper article, almost twenty years old from a company that had gone out of business several months back. Nero clicked on it, waiting patiently for the site to load. It opened to a blank white background with plain text scrawled across the screen.

**Alter Pill: Miracle? Or Menace?**

**AP**

**The development of the alleged 'alter pill' has unearth ancient controversy for the Itex lab company. Three months ago when a virus escaped, infecting unborn children when still in the mother's womb, a demand for a cure was set in order. The children carrying the avian gene, or 'fledglings' as they have come to be called, gathered ceremoniously to the Itex headquarters yesterday evening. **

**To each child a supply of this miracle pill was given, and in two weeks time, signs of the avian gene were erased. Heart rates slowed. Blood pressure dropped. Air sacks shrunk as the tiny human bodies adjusted to a more 'humane' gene. A simple operation was all it took to rid the children of the unsightly 'wings' from their shoulder blades. In no time at all, it was as if the 'Angel Virus' was completely forgotten.**

**Fledglings are still born to this day, though with a simple dosage of the Alter pill and a few snippy operations when they become of age, the avian population has reached genocide. The miracle pill put a stop to the Angel Virus, chalking up another victory for Itex Lab Industries.**

A faint knock tapped against the door. Nero exited out of the article, shutting the monitor off and quickly stretching himself across his bed. He snatched up a paperback book from the bedside dresser and hastily opened it, pretending to read with interest.

"Come in."

Robert shifted his way past the door, balancing a plate of noodles and a glass of water in his hand. For someone who worked as a fulltime Historian, he would have made an excellent waiter.

"Hey," he smiled, setting the tray down on the desk.

Nero pulled his feet up to give Robert room to perch on the edge of the mattress, quietly folding the book shut and setting it next to the plate. Robert leaned back, releasing a heavy sigh as his head tapped the wall. The faint light from the distant stars flittered cautiously on the window ledge, illuminating the city of Noi below. The headlights of cars on the highway flashed past in a blur.

"I'm sorry," Robert said after a moment, "for overreacting like that. I know it…bugs you that I worry. But it's not exactly something I can help…" he trailed off, tilting his head to look at his son, "…it's not something I can stop."

Nero resting his chin on his knees, staring out the window at Noi's skyscrapers across the highway. Robert wrinkled his brow, chewing at the edge of his lip, "You know," he said hesitantly, "you don't have to…hide them. In the house at least. No one can see…"

Silently, Nero slid his jacket off, extending his wings slightly as a breeze from the window pushed through them. His face burned. He was embarrassed at how…_natural_ it felt. Like for once he wasn't a freak, and this is how it was supposed to be.

Robert smiled faintly, twirling a black feather he'd found on the bed sheet in his fingers. The glossy plume flashed a slick blue in the dim light. "I don't see why," he mused, "people decided the avian gene was a disease. If I had my choice," he let the feather fall out the window, dancing on the wind, "I'd prefer wings."

He shook his head, rubbing at the raw spot on his nose where his glasses held on. He folded his long arms behind his head, "I've heard rumors," he said, his eyes flashing mysteriously, "of a darkness in the north."

Nero felt a smile tug at his lips as Robert's tone dropped into his classic story-telling voice he had favored when Nero was younger. "What kind of darkness?" Nero asked, deciding it was better to humor him.

"The kind…" Robert paused dramatically, "…that's steals children."

A dog below the window barked sharply, making Nero jump.

Robert laughed generously, waving his hand in the air as if to dismiss a question, "I haven't seen you jump like that in years!"

Nero shoved at him with his foot, "Knock it off!" he snapped, trying to sound serious. But Robert caught the laughter in his voice, and he continued his tale with renewed zest.

"They come at night," his voice dropped lower, his fingers fluttering over an unseen book, "when the moon is hidden. They are shaped like humans…only bigger, and clad it the blackest of black. Any child that happens to catch sight of them…"

Nero flared his wings open for balance as Robert snatched his ankles, dragging him ruthlessly off the bed while making ghoulish noises in the back of his throat. "Dad!" Nero laughed, struggling hopelessly as Robert wrapped his arms around him and hugged him tight against his chest.

"…is never heard of again!" Robert bellowed, his deep voice echoing through the empty halls.

A loud stomping pounded against the ceiling. Mrs. Green, the old lady they shared the apartment flat with, banged harder with the end of her broom. "Quiet!" she shrieked, "Quiet, you miscreants! Some of us decent folks are trying to sleep!"

Nero collapsed back onto his bed as Robert let go, his glasses clattering to the floor as he shook with laughter. "Sorry," he shouted at the ceiling, "sorry, Mrs. Green!"

The apartment flat fell quiet again.

Nero rolled onto his stomach, stretching his wings out as far as he dared. Robert rubbed his hand across the space between Nero's shoulder blades, sliding his glasses back on firmly.

"You gonna be okay?" he whispered.

Nero nodded into his pillow, "Yeah."

Robert padded quietly across the room, "Good night," he whispered, shutting the door behind him. The tray of now-cold noodles still sat on the nightstand.

Nero closed his eyes, sucking his wings back in. Now that the breeze had passed, it seemed stupid to open them wide enough for the world to see. He stretched his arms out in front of him, carefully fingering the black mark on the underside of his wrist. He still remembered the day it was given to him…

He had been three years old, clinging tightly to his father's hand as the crowd of other parents and kids pressed in closer. Three years old was the designated age that the Alter pill was offered to fledglings. After one month of taking the pill, the children were brought back for their operation.

A cold-fingered man had pressed a piece of paper against Nero's wrist. His skin burned for a few moments, and then settled, leaving a black mark behind. The mark was simply a statement that the fledgling was in the stages between taking the Alter pill and being appointed an operation date. It was a reference, and nothing else.

Nero had taken the pills…his father had made sure of it, once a day before he went to sleep. He had taken the pill for one month, just like the doctor ordered. Yet, as the other children changed around him, at school, or the park, or the stores…he stayed.

The day came for his operation…and the white-coats wouldn't give it to him.

The other fledglings had met the requirements. Their muscles shrinking to normal. Their wings blunted, only tiny bit of feather sticking to the bare skin.

And so…the white-coats gave Nero more pills…and he continued to take them.

He lost his down, sprouting flight feathers in their place. He ate more, required more, played more…_was_ more. And the white-coats still refused to give him his operation. Robert had begged them, pleaded, threatened…but to no avail. All they could do…was give him more pills.

Nero traced the mark, nothing more than a black smudge now, faintly resembling the letter I. He closed his eyes, shivering more from the memories than from the cold. I for Itex. And still, to this day…he hadn't changed a bit.

Sleep rolled over him like a wave crashing below the ocean.

* * *

_Their faces were twisted with rage, towering above him like the skyscrapers above Noi. Their mouths moving to form insults, shouting, screaming…_

"_Fledgling!"_

"_Freak!"_

"_Riddlyr!"_

_Nero moved his arms to cover his head, flinching as they pounded down from above. He tried to call for help. But who would answer?_

"_Riddlyr! Riddlyr! Riddlyr!"_

_Their taunts cut through his skin, blood snaking into the sidewalk._

_He recognized one of them. A boy he had grown up with…not a friend, but an equal. He had been a fledgling too. He had stood next to Nero on the operation day, his watery eyes glowing at the thought of having his wings removed. The thought of being normal. Of being everything Nero wasn't…_

_The Alter pill had worked for him. He had changed right on schedule._

"_Riddlyr! Riddlyr! Riddlyr!"_

_They pounded harder, his bones snapping under their fists._

"_Riddlyr! Riddlyr! Riddlyr…"

* * *

_

"Nero!"

Robert shook him harder, his face a mask of fear.

Nero sat up, squinting as Robert sprang to his feet, shifting through the piles of clothes on his floor.

"Dad?" Nero moaned, rubbing the sleep from his eyes.

Robert shoved a backpack in his arms, ripping it open and stuffing clothes inside, his hands shaking. Nero swung his legs over the side of the bed, "What's wrong?" he asked, flinching as a loud boom sounded from the hallway.

"Open up!" a voice commanded, the pounding growing louder.

Nero winced as Robert fastened his hands on his shoulders, looking him straight in the eye. The layer of raw fear was unmistakable, his breaths coming in short gasps.

"Nero," he whispered, the booms turning to cracks, "you need to run…do you understand me? You need to run as fast as you can. Run without looking back, okay?"

The front door capsized with a bone-jarring crunch.

"What?" Nero gasped, turning to look behind his father's shoulder. Robert grabbed his chin, forcing him to look into his eyes.

"They've come for you," he whispered, "run…"

Footsteps sounded in the hallway.

"Run!"


	3. Chapter Three: The Waterways

A/N: I don't know, this chapter kind of left a bad taste in my mouth. I just didn't like how it turned out...eh, tell me what you think. And i promise the next chapter will be loads better.

* * *

The Riddlyr

Chapter Three

Rath wrapped his hand around Robert Riddlyr's throat, slowly tightening his grip as he leaned in closer. His skin itched from morphing, his gums sore where the fangs had split through. He could still taste blood in his mouth as he smiled sickeningly. Being Captain of the Police could be a hard job…but it was times like this that made it so rewarding.

"Where," Rath breathed, digging his nails into Robert's throat, "is the boy?"

Robert stared up at him, his eyes watering from the strain of staring without his glasses. The shattered remains of his bifocals lay at his feet, which were held several inches above the ground, his back pressed against the kitchen wall.

His thoughts flashed back to just moments before, the confusion and fear etched in Nero's face as he shoved the backpack into his hands. It was a long drop from the second floor window to the ground below, yet Nero had taken the leap without hesitation. Pride bloomed in Robert's chest. He had been so brave…

Rath pressed him farther up the wall, "The boy," he breathed, struggling to hold back his rage, "where is he!" Robert smiled sadly, his hands shaking as he looked straight into the yellowed eyes of the Eraser before him. He tried to laugh, but only managed a cough.

"Gone."

Rath's eyes widened.

Robert continued to smile, "to where you'll never find him…"

The Eraser's behind the Captain shifted nervously, their clawed hands tightening around the short black rifles each of them carried. Several exchanged hesitant glances.

"For your sake," Rath hissed, cutting a long line down Robert's cheek, "you'd better hope not."

He slammed Robert down, grinning with wild pleasure as he hit the floor with a satisfying crack. This wasn't just any other day. A special day. A special case. It made Rath laugh when he thought about it.

A case to annihilate the only Alter pill failure in Itex history…

* * *

Nero hit the ground running. 

His feet stung from landing so hard, but he knew he couldn't stop. The cold wind bit at his arms as he swung around the corner, the backpack slapping against his exposed wings, constantly reminding him that he was out in the open. There was no place to hide. Nowhere to go. No one could see him, not like this…

Trees surrounded by chicken wire flashed by, some pour souls failed attempt at landscaping the suburbia hell of Noi. Cracks riddled the sidewalk, jutting down in sudden drops, snatching at the tattered sneakers pounding past.

Nero's head spun.

Everything had happened so quickly. One minute he was asleep, the next, running for his life from…from what?

"You!"

A black figure tore from the bushes, snarls ripping viciously from its throat as it turned its body broadside, blocking the sidewalk.

Nero skidded to a stop, his heart pounding.

It was a man…yet, not a man.

He was taller than normal. His face elongated into a rough snout riddled with bared teeth, his gums bleeding and torn. His shoulder blocked out the streetlight with their sheer mass, his hands stretching forward to reveal claws as long as a child's thumb. He was dressed in the blackest of black, just like in the story…

Nero dodged away, crossing the street and leaping over a hedge. The ground fell away to a sloping hill, bushing clinging hopelessly to the loose soil. Far below, the grass gave way to a concrete lot, patterned with graffiti and empty beer cans.

The gravel slid under Nero's feet, he clutched the backpack to his chest, spreading his wings for balance. Loose feathers spiraled into the sky, flashing and winking in the dim moonlight. The concrete lot rushed up like an ugly beast roaring its head.

He hit the ground with a sickening thud, the skin on his arms ripping free to reveal a raw underside spotted with blood. His ankle twisted awkwardly, the edge of his pants catching on a stray nail and ripping a good several inches.

Nero rolled onto his back, stunned, the stars glowing above him.

A furious roar thundered across the otherwise silence streets, rattling the gravel.

Gritting his teeth against the pain, Nero slid to his knees, his eyes scanning the lot for a place to hide. A studded grate caught his eye, a loose edge sticking up like a door handle waiting to be turned.

The grate lifted away neatly, revealing the underbelly of Noi.

The Waterways.

Nero slipped his feet into the dark hole, carefully scooting backwards until only his head was above ground. He swung his legs blindly, scrambling for some kind of purchase. All he could feel was air.

Another roar ripped the night.

Nero screwed his eyes shut, hoping that if he was going to die…it would be quick. The lot disappeared as he let go, darkness swallowing him up. Just inches away, his feet hit ground, splashing in about a foot of murky water.

The silence was deafening. Pressing in from all sides like a black quilt.

Nero held his breath, pressing back against the slimy wall as hard as he dared.

Nothing happened.

The night was perfectly still.

Nero closed his eyes, quietly letting the breath he'd been holding free. The backpack slumped to the ground, floating slightly in the dark water.

_They've come for you…_

He flinched, fighting back the panic rising in his chest. The backpack bumped against his leg, the buckles glinting in the dark. Nero pulled it into his arms, unzipping the front pocket and pushing past the wrinkled clothes Robert had shoved carelessly inside.

His fingers brushed against a smooth sheet of paper.

It was a note. Hastily written in the unmistakable penmanship of Robert Riddlyr. Nero smoothed it out, sinking to his knees in the water, not caring as the chill crept up his legs. The ink was smudged where the moisture had soaked through.

_Nero, if you're reading this, it means they finally came. It seems that Itex does not wish you to live. Listen carefully…if they see you, they will kill you. Please, stay low, keep hidden. You will find allies in Scribble City, there, all your questions will be answered. Follow the Waterways, transportation will find you. Ask for Maximum. Don't come looking for me. I love you…_

The note trailed off as if Robert had been interrupted.

Nero folded it carefully, sliding it into the pocket of his jeans, tears threatening to spill over. He had known. He knew all along this day would come. Robert Riddlyr, his father…where was he now?

_Follow the Waterways. Transportation will find you._

The water dripped mockingly in the empty tunnels.

_Drip. Drip. Drip._

_Ridd-lyr. Ridd-lyr. Ridd-lyr. _

Nero gritted his teeth, his fingers curling against his palm in a tight fist.

_Ridd-lyr. Ridd-lyr. Ridd-lyr._

"Shut up!" Nero screamed, kicking at the water around his feet. Tears burned his throat. Riddlyr. Freak. Fledgling. Just a nobody. A nobody that nobody cares about. He bit his lip, digging his nails into his wrist, scraping down over the smudged mark. They weren't going to beat him this time. They weren't going to stop him.

If Itex wanted him…they were going to have to try a hell of a lot harder than that.

The water sloshed around his knees as Nero pulled the backpack against his chest, flaring his wings open wide for the world to see. Who were they to decide he was a freak?

_I don't see why people decided the avian gene was a disease._

A rat scrabbled past on the thin ledge above the water, its jewel red eyes glaring down at Nero as he made his way through the Waterway. He didn't know if he was going the right way. He didn't even know if there _was_ a right way. All he knew is that Itex was after him…for whatever reason remained a mystery. They had his father. And they wanted to kill him.

_If I had my choice, I'd prefer wings…_

A shaft of light from a grate overhead spilled onto the water. The crests of the waves Nero washed up licking lightly against the side of something unexpected. A wooden rowboat bobbed in the water. Nero pulled the backpack closer. Robert had prepared. He had thought of everything.

He had been ready.

_You will find allies in Scribble City._

Nero gritted his teeth harder, sliding his leg over the side of the boat. It rocked slightly, sinking under his weight. A molded rope snaked down into the water, hooked to an invisible anchor somewhere below the mud. He unknotted the rope from where it connected to the boat, letting it slide away and sink.

The current tugged cautiously at the wooden planks, coaxing the boat forward like an unwilling horse. Nero hugged his knees to his chest, shaking as the cold sank into his bones. Goosebumps riddled his aching skin.

Ask for Maximum.

Maximum Ride.


	4. Chapter Four: Found

A/N: this is a nice chapter, i greatly enjoyed doing this chapter...it has aura, you know? Anyway, enjoy much!

* * *

The Riddlyr

Chapter Four

Rail crouched low on the banks of the Western Waterway, wrinkling his nose with distaste as his boots sunk into the mud. A shattered leaf spun lazily in the wash-up, its veins yellowed from toxicities. He tilted his head slightly, brushing the leaf with his fingertips.

He sucked in a breath, snatching his fingers back as the skin burned.

Jackal, a skittish fledgling with stunted wings, shuffled up to crouch beside him. His sweaty hands tightened around the barrel of the plastic rifle he'd brought nervously, his eyes sweeping over the dark tunnels.

"There's been another toxic spill somewhere," Rail mumbled, picking a soggy stick up and pushing the leaf away, "Max is _not_ going to be happy." He scrubbed his burning fingers against the denim lining of his baggy jeans, gritting his teeth as the skin rubbed raw.

Jackal smiled hopefully, "Then we can go back, right Rail?"

Rail shook his head, "We should go up farther, see if we can find the source."

Jackal's shoulders slumped miserably, his dirty blond hair knotting against his scalp as he ran his stumpy fingers over his forehead. "But…" he protested, shakily getting to his feet, "it's almost time for supper…and, well, if we don't get back in time, we'll be stuck with the scraps."

Rail laughed, brushing mud from his knees and leaping over a block of concrete stuck in the mud, his milky brown wings shuffling against his shoulders. He turned back to Jackal, "You'll just have to get use to scraps then," he shrugged, "because we've got a long night ahead of us. I'm not going back until the toxins are sealed."

"Fine," Jackal pouted, pulling himself onto the concrete slap.

They trooped several yards farther up the bank, the mud growing increasingly worse as the water lapped closer to the walls. Jackal picked a small rock up from the dirt, gloomily chucking it into the dark waters and watching it skip out of sight.

_Thunk._

Rail froze, his senses jumping to hyper-alert.

"Jackal," he snapped, shrinking back against the wall, "do that again."

"Why?" Jackal stuttered, flattening himself beside rail, pressing the gun to his face, "is…s-something out there? Rail…don't mess with me, I'm serious!"

"Shut up!" Rail hissed, snatching up another rock and letting it fly across the water. He listened carefully, ready for fight or flight when the time came.

_Thunk!_

Jackal whimpered, the gun rattling in his hand.

"Got a flashlight?" Rail asked, taking several cautious steps toward the bank. Jackal shakily handed him his clip-on flashlight, his eyes watery with fear. Rail clicked it on, sweeping the beam over the gentle tugging current of the Waterways. The shaft of light skipped across a bulky shadow tucked away next to the curve of the tunnel, its wooden frame jammed up against the wall.

"What is it?" Jackal whispered, his eyes screwed shut.

Rail focused the flashlight, his brow wrinkled, "It's a boat."

"Boat like evil boat," Jackal laughed nervously, "or boat like nice boat?"

Rail handed him the flashlight, not taking his eyes off the wooden vessel jammed against the wall. He slipped the backpack slung over his shoulder to the ground, prepared to spread his wings in the narrow tunnels if a threat arose. The mud sucked and squelched as he carefully edged his way closer to the curve.

The wood thumped hollowly as he tapped the side with his boot, scuffling several steps back to see if anything would happen. The boat rocked quietly for several seconds and then fell still, its roughly carved bow molded with Waterwork slime.

"Jackal," Rail called over his shoulder, relaxing as he scooted closer, "it's fine. Come over here!"

"No way," Jackal shook his head, "_you_ come over _here_, man."

Rail smiled slightly, resting his hands on the ledge of the boat and leaning over. His heart leaped into his throat, a thrum of panic vibrating in his chest as he jerked back. The mud slid under his boots, slamming his against the wall as the boat rocked wildly from the sudden movement.

"Rail!" Jackal shouted, the flashlight dropping into the mud.

"Don't move!" Rail yelled, his eyes fixed on the wooden structure. He waited hesitantly, counting his heartbeats until they slowed, the adrenaline pouring out of his system. Jackal's pallid face flashed into focus as he fished around in the mud for the flashlight, the gun laying abandoned in the sludge.

"Rail," Jackal whined after several minutes of tense silence, "don't mess with me like that! I almost pissed myself, you know I have a weak heart! What happened?"

Rail took a deep breath to steady himself, turning to look at Jackal, "There's a kid," he said, pulling himself away from the wall.

Jackal snorted, "What?"

The boat rocked as Rail leaned back over the edge, "There's a fledgling!" he shouted, dragging the boat farther onto the shore. The hollowed inside of the boat was washed in light as Jackal jogged over to the curve, the flashlight trembling in his hands.

"Jesus Christ," Rail breathed, "Jackal! Go back, get help…"

* * *

_Nero slid back against the wall, holding his breath as clips of Robert's conversation floated in from the kitchen. He was six. Shame burned his throat. He'd gotten in a fight at school…the first time name-calling had turned to throwing punches. The Principal said he'd call…_

_The phone clicked on the receiver. _

"_Nero," Robert sighed, his voice drawn and weary, "you can come out now. I know your listening."_

_Nero shuffled into the kitchen sheepishly, his eyes fixed on the floor._

_Robert sat down heavily at the table, "You…you didn't have to hit them, Nero. You should've just told someone, the teacher could have handled it…"_

"_I tried," Nero muttered, "she wouldn't listen. She never listens."_

_Robert rubbed a hand over his closed eyes, "The Principal suggested private schooling. There's a nice academy down east…"_

"_No!" Nero cut in, his heart jumping wildly, "I don't want to leave! I'm not going away! You can't make me…" Tears sprang into his eyes. "Don't you care? Don't you want me anymore?"_

"_Nero," Robert started, his eyes wide. _

"_Forget it!" Nero screamed, pounding down the hallway, "I hate you!"_

"_Nero!" Robert protested, rising from the chair, "Wait…"

* * *

_

"Hey."

Nero pressed his eyes shut so hard white circles danced under his eyelids. He ran his tongue over his cracked lips, flinching as they tore and bled. The darkness of the Waterways was all around. Pressing in harder and harder. Pushing him, choking him…

The black water whispered like dry weed scraping over stone.

_Riddlyr…_

"Hey, kid. You okay?"

A cool hand pressed against his forehead, burning sweat breaking out across his skin. Nero cracked his eyes open, squinting up at the blurred shape above him. Sharp rocks and cold mud pressed against his back, agitating the bruised flesh.

The figure shifted into focus.

He looked older than Nero, by a few years at least. His light brown hair hung loosely across his face like a veil, just barely showing his darker green eyes beneath. His face was pale, almost white in comparison to Robert's leather tan skin. A thin pink scar stretched just over his eyebrow, curving downward like a piece of stray hair.

"Hold on," he said, his voice muffled, his face distorting.

Nero lolled his head to the side, bile rising in his throat. It felt like he was burning all over, the heat tightening around his chest like a vice, slowing his heartbeat, blurring his sight. A shaft of light wobbled into focus, silhouetted by three black shapes trotting forward from the black of the tunnel.

"Rail, what happened?" one of them asked.

The green-eyed boy, Rail, pressed his hand back against Nero's forehead, his cold skin sending shivers down Nero's back. The three other figures crouched around him, their faces blackened and blurred beyond recognition. Nero squinted harder, the light stinging in comparison to the darkness.

"He's burning up," Rail said, his voice far away, "he needs medicine, back at Scribble City. Careful picking him up, he's bruise pretty bad."

Nero moaned as cold hands lifted him from the ground.

The Waterway snaked by, the gently bobbing wooden boat falling behind like a forgotten dream. Nero closed his eyes, the warmth of unconsciousness choking him, but not before he noticed something…the shadowy figures around him…

They all had wings.


	5. Chapter Five: Scribble City

A/N: Um...this chapter is kind of more like...background and introduction, bleh. I was shivering too hard to think of an exciting way to get past all the boring junk, mostly because MY PARENTS DON'T BELIEVE IN HEATING!!!! Brrr...anyway. I'll see if I can stir up more action in the next chapter. Please don't stop reading because of one dry spell! Enjoy.

* * *

The Riddlyr

Chapter Five

_Nero spread his arms open as wide as he could. Leaning joyfully into the wind, letting it tear at his unfurled wings and raw face. He could feel the heat buried somewhere in his chest, and he knew he should be worried. Yet…how could anyone worry when they were watching the sunrise with a view from Heaven?_

_The faraway horizon split crimson red against the black of the dawn sky. The soft breeze tugged and danced through the bulrushes, creating a gentle music that blew upward to the tops of the cliffs where Nero perched. A wild grin tugged at his face. It was almost ridiculous how happy he felt. _

_He tilted forward, examining the never-ending stretch of reeds far below him. The wind called his name. His real name._

_Nero. Nero. Nero._

_Nothing else mattered. _

_With a stupid grin, Nero let himself fall into the waiting arms of the sky. Not realizing until the last minute, that he had never bothered to learn to fly…

* * *

_

Nero's eyes snapped open, his heart still pounding from watching the ground rush forward to meet him. He shivered, sucking in a lungful of air and coughing as his throat constricted around the breath. The fire buried in his chest rage forward, sticky sweat clinging to his hairline as he shivered harder, desperate to shake off the flames.

"He's up!"

In seconds, Nero lost control over the carefully measured breaths he'd been taking. Plunging back into another fit of coughs that sent pain stabbing across his throat. An iron hand latched around his jaw, a pair of cold fingers snaking between his clenched teeth and slipped down his burning throat.

Nero choked, twisting in panic

The cold fingers disappeared from his throat. Nero rolled onto his knees, retching emptily and screwing his eyes shut as tears of pain washed over. A strong hand slapped his back, grinding his elbows farther into the rocky concrete.

"You okay?"

Nero glanced up, his body heaving with the effort, and stared into a pair of seemingly endless emerald eyes set into a pale, almost transparent, face. He wiped a hand across his burning lips, rolling back onto his side without moving his gaze. A name popped into his head.

Rail.

"Here," Rail offered him a small wooden cup filled half-way with a sickly red liquid, "it'll help the burning."

Nero ignored him, closing his eyes as his head swam.

Rail sighed next to him, setting the cup down on the concrete. He wiped his hands across his pants and stood up, rustling his wings to shift away the ache gathering beneath his shoulder. "You're going to have to drink that eventually," Rail compromised, placing his hands on his hips and staring down at the rather small child at his feet.

"I'm fine," Nero rasped, wincing as the words scraped past.

Rail shook his head, a smile tugging at his lips.

"Before you waste your breath asking," Rail said matter-o-factly, leaning against a hollowed iron pole sticking crookedly up from the ground, "I figure it would just be best to come out and answer everything I think you think I have the answers to."

Nero's eyes watered, "What?"

Rail waved a pale hand over his head, "This wonderful piece of paradise," he said, pausing dramatically, "is Scribble City. The one and only section of abandoned Waterway that dried up eons ago." He jerked his thumb to the ceiling, "Up there, that's the wondrous trash heap of the City of Fallbrook. Center of the Itex Lab Company and all evil related."

Nero sat up carefully, his eyes sweeping across the tan-walled tunnel that hugged in tightly from all sides. The walls were stained with a thin line of algae, marking where the pallid waters had once flowed. The tunnel they were currently in was wide enough to fit two school-buses front to back from one wall across to the other, the scraped floor littered with flat gymnastic mats that had been covered with sheets to serve as half-hearted mattresses.

"This," Nero blinked, "is Scribble City?"

Rail smiled crookedly, "Welcome to Hell, kid. What's your name?"

"Riddlyr," Nero said after a slight hesitation, his thoughts flashing back to the note his father had written. Itex wanted him dead. There was no telling who he could trust. The less people that knew his real name, the better.

Rail's brow knitted, "Riddlyr?" he rubbed the back of his neck, "Strange name…so, care to tell me what you were doing in the Waterways? Beat up the way you were…Jeeze, I figured an Eraser mauled you and threw you in the hatches."

Nero twisted around to glance at a pair of little kids that were sprinting across the tunnel, their faces split into wide grins. Each one had a pair of downy wings across their back. They were at least seven…four years over the recommended operation age. They still…had wings?

"I…" Nero stuttered, watching them skip out of sight, "I was…actually looking for this place…"

Rail shrugged, extending a hand to help him to his feet, "Nothing new there. Tons of runaways come here. How old are you? Eleven…twelve?"

Nero ignored his hand, shakily pulling himself to his feet. The floor swayed sickeningly for several seconds before coming to rest in its proper place. "I'm fourteen," he said, a little more defensively than he had intended. Rail looked surprised, sweeping one pale arm easily over Nero's head without standing on his toes.

"Jesus, your short," a wide grin split his sharp features, "how come you looking for Scribble City? And on your own for that matter…most runaways come in groups."

Nero grimaced, the heat returning to his face. He wondered how easily Rail could pick out a lie as he responded. "I was…supposed to meet someone here actually. We got…separated on the way. I'm still not sure if I know the whole story."

Rail snorted, "We haven't had any newcomers for a week at least. Looks like you beat your friend here."

Nero nodded meekly.

A strange look crossed Rail's face, his eyes narrowing almost in suspicion, "You know," he said carefully, "most runaways are a lot younger than you…after age five all of them have already been Altered…how come you haven't had the operation yet?"

"The…uh," Nero grabbed for an answer, "pill…didn't work."

Rail raised a brow, his hands clenching on his belt. Nero screwed his eyes shut, hoping he would just let the subject drop. After a few tense moment of silence, Rail nodded thoughtfully.

"Yeah…" he turned around slowly, his feet scuffing against the concrete as he walked away. Nero felt his stomach dropping. "Riddlyr?" Rail said suddenly, turning back to face him, "some of your cuts got infected in the Waterways, you brought up a pretty serious fever. Get some sleep…and drink that, it'll help."

He turned back, his light brown wings swinging from back and forth with ease, "Stay in the infirmary," Rail shouted over his shoulder, "I'll be back by the time you awake."

Nero drew a shaky breath, sinking to his knees on the gymnastics mat. He shuffled his own wings, only now realizing that he forgotten to bring a jacket to keep them hidden under. He eyed an older group of kids sitting on the far side of the makeshift infirmary in the tunnel, their own wings exposed freely on their backs.

He sank down onto the sheets, closing his eyes in relief. Is this what Scribble City was? A rag-tag group of runaway fledglings that squatted in the abandoned tunnels…

_You'll find allies in Scribble City._

Allies. Nero closed his eyes. Allies for what? His chest ached suddenly, a jagged hole burning in the middle of his stomach.

Robert.

Where had they taken him?

The heavy blanket of sleep rolled over more quickly than Nero expected…

Rail walked with his head ducked low, his hands shoved deep into his pockets. He chewed nervously at his lip, taking his time as he scooted around the cement chunks sticking up from the tunnel floors. Groups of young fledglings wheeled around him, their dirty faces split with joy as they giggled and flapped their under-developed wings hopefully.

Rail turned away from them all, making his way down a darker and less habited tunnel. He weaved effortlessly through the tan-ish tunnels that he had come to know as his home. Hardly paying attention to which turns he took as the lights became dimmer.

Finally the tunnels fell away to reveal a large square opening. A grate from above let in a shaft of light that fell across the dusty floor, illuminating the desk that sat at the far end. Rail tapped his foot against the wall, listening as it echoed hollowly in the room.

From the darkest corner, a figure stirred.

"Come in."

Rail bowed his head slightly, a show of respect that he had always found necessary. The figure didn't step into the light. Rail cleared his throat, "He calls himself Riddlyr. Says he was going to meet someone here but they got separated."

The silence rolled in like heavy fog.

"And?" the figure asked, stirring slightly.

Rail picked at the lining of his jeans nervously, "He…I don't know, he _said_…that…the pill didn't work for him."

The figures voice was quieter now, "Is he telling the truth?"

Rail furrowed his brow with frustration, "I'm not sure. He's hiding something from me, I can sense it. Yet, as far as the pill is concerned…I don't think he'd lie about something so serious."

A rat scampered into the light, squeaking softly.

"Unless he doesn't know how serious it is," the figure mused.

Rail shifted uncomfortably.

"Watch him," the voice said softly, rustling again in the dark, "I have to return to the Base in the morning. We're hosting another raid on Itex, and I need to be there in case things turn hairy. I don't want you to leave his side…if what he says is true, he could be more valuable than any of us."

Rail bowed his head slightly again, slowly backing out of the room, "Yes commander," he whispered, turning away and shuffling down the tunnel.

The figure clasped her hands tightly in her lap, her shadowy lips forming a thin line of regret.

"Max," the figure corrected, to quiet for Rail to hear, "Call me Max."


	6. Chapter Six: Of Burns and Betrayals

A/N: Whooo! Snow Day! Well, it's soft action, but it's still action. I'm still trying to get past straightening this world out so I can just GO GO GO! Just wait until the introductions and petty reminders get past, only then will this REALLY take off!

* * *

The Riddlyr

Chapter Six

Nero poked at the colorless glob of mush in his bowl, his stomach churning at the thought of having to push it past his gag-reflexes. Rail watched him expectantly, sitting cross-legged on the mat next to his, his chin resting lightly on his palm. Nero set the bowl aside, his hands shaking slightly.

"I'm not really hungry."

Rail snorted, "So your not hungry. Your not thirsty…is there anything you _are?_"

"Tired," Nero moaned, his shoulders slumping.

A group of small children bustled into the room, their hands held reverently behind their back as they scanned the infirmary. Several stared at Nero with wide eyes. Curious about the sole occupant of the ramshackle sickbay. A short girl, the oldest runaway in Scribble City Nero had seen besides Rail, led them like a Shepard tending her flock.

Rail ducked his head, muttering something under his breath.

The girl brushed her short-cropped black hair behind one ear and motioned half-heartedly around the tunnel, her shoes scuffing at the ground distractedly. "This is the Infirmary," she supplied, her voice low and cracked, "it's not much, but thankfully we hardly ever put it to use."

Nero caught himself staring and looked away, chasing a gray lump around his bowl with the tip of his finger. The girl smiled, turning to face them. Nero glanced back up, a thrill of surprise causing the hairs on the back of his neck to dance.

The left side of her face was burned beyond recognition.

Her lip was pulled upward, smearing across her face like a clay formation that had melted in the sun. All traces of hair on the left side of her face had vanished, leaving behind a strange expanse of wrinkled skin tinted with faint colors of yellow. One of her eyes was pure white, thick red lines criss-crossed the area around her brow, twisting and turning like roadmaps.

"This," she said, waving her hand in Rail's general direction, her right eye sparkling mischievously, "is Rail. A veteran runaway that's been here for as long as I can remember. Hello, Rail. Who's your friend?"

Rail forced a smile, "Hey, Mary. Uh…this is Riddlyr, new arrival."

Mary smiled, waving energetically from across the room, "Welcome to Scribble City, Riddlyr. Everybody say hello."

The nervous group of children waved timidly, shy smiles crossing their dirty faces. Nero raised his hand slightly, trying not to let his eyes linger over Mary's face for too long. She waved once more before turning away and herding her group around the corner, her charred wings sickly patched over with spots of gray feathers.

Nero shivered, swallowing the lump in his throat.

"Mary's been here a long time," Rail explained, picking at the loose thread on his shoe, "almost as long as I have. Scribble City is, first and foremost, a retreat for those who see through the lies Itex feeds the public. Mary was…is…a special case. Her father joined our rebellion when she was just little…and the Eraser's caught him. They burned her house down with her mother and little brother still inside."

Rail looked away, "She's the only one that survived."

Nero pressed his hands against his lap to keep them from shaking, his lips forming a thin line as his stomach churned. Rail glanced up at him, chewing thoughtfully at his lip, "If you need to puke, don't do it in here."

The floor shifted unsteadily as Nero quickly got to his feet, taking several deep breaths as he picked his way across the gymnastic mats. The next tunnel was poorly lit, bits of water from the old days still clinging to the floor in small puddles. A long string of graffiti stretched across the wall.

Shakily, Nero leaned against the tunnel, tilting his head up to stare at the ceiling. Mary's charred face swimming behind his eyes as he pressed his knuckles against his forehead, trying to shake the memory away. The faint click of a small stone bouncing in a puddle vibrated through the tunnel.

Nero glanced up.

A broad-shouldered boy with sharp cheekbones and a strong jaw stood just a few feet away. His thick arms folded across his tree-trunk chest as he stared at Nero with cold eyes, a muscle in his jaw working thoughtfully. His shabby ginger hair matched almost perfectly with his massive black-flecked wings.

"You're the new recruit?"

Nero suppressed a flinch at his low gravely voice, it reminded him too much of the Erasers flat tones. He nodded silently, knowing from experience it was better not to speak until the intentions of the respondent were clear. The ginger-haired boy squinted at him judgmentally, his jaw bulging as he chewed on some unknown substance.

"Too small," he snorted after a moment of tense silence, "I give you a week. Maybe two. Depending on what shift your assigned," his heavy breath wafted closer as he leaned forward, a cracked smile spreading across his face, "run now, little fledgling. We don't like outsiders, and your as outside as they come. If the Eraser's don't tear your throat open," he shuffled around, shoving his hands deep into his pockets, "I will."

Nero pushed himself off the wall, a balloon of disappointment swelling in his chest. It was like school all over again. A very violent, very secret, highly life threatening school. He reached for the note in his pocket; half-heartedly letting his hand fall back to his side as he remembered his pack was lost in the Waterways on a loose boat.

_You'll find allies in Scribble City._

Some allies. A rats jeweled eyes glinted from the darkness, it's sharp nose twitching as Nero shifted away, wondering if the rats here were starved enough to risk attacking a human.

_Fledgling,_ he corrected himself, _not human._

"I won't run," he said aloud, speaking to the darkness, "I'm not going anywhere. You can't make me run…" he trailed off, his voice echoing hopelessly back to him in an empty cycle. Nero gritted his teeth. Robert would find him, and when he did, Nero would be waiting.

"I'm not leaving."

* * *

Robert rubbed thoughtfully at the trickle of blood seeping from the cut above his brow, staining his fingers crimson in the dim light. The Eraser's at the doorway shifted anxiously, their sensitive noses picking up the smell of weakness, their eyes flashing at the thought of blood.

"You've been careful."

Robert glanced up at the white-coat standing before him, his hands clasped silently behind his back. A smile flickered across the white-coat's face as Robert shifted to his feet, his knees stinging where he'd been thrown to the floor.

"As have you, old friend," Robert muttered, "as have you."

The white-coat spread his arms slightly, "What do you expect?"

Robert shrugged, "Decency. Mercy. Humanity…"

The Eraser's growled, their lips pulling back over their bulging fangs threateningly. The white-coat gestured with his hand, calming them down instantly, his eyes soft in the gray light. "Robert Riddlyr," he mused, "you're hiding something from us. Something that we need in order for our Bugs to be completed."

He smiled warmly, "I'll be very angry if my Bugs aren't finished by their deadline. Do you want to make me angry, Robert?"

"That depends," Robert chuckled, "if your angry…will you kill me?"

The white-coat's eyes turned hard, "Yes."

Dead silence coated the room.

"Well, then," Robert said briskly, carefully getting back on his knees, "you'd better kill me now, because I will never tell you what you want, and you will never find what your looking for."

The white-coat clenched his hands into fists, "Where. Is. The boy."

"Hidden," Robert growled.

"Then we will find him."

"_Never._"

He snapped his fingers, spinning around to face the Eraser's positioned at the doors. "Send out a city-wide notice. As of this moment, I don't want that boy to come out in the open without several hundred people phoning the police. Flyers, posters, anything. I want him here. Alive…or dead."

Robert glared at him, the blood snaking into his eyes.

"And him?" one of the Eraser's asked, nodding at Robert, his clawed hand tightening around the barrel of his gun.

"You'll never find him, Batchelder," Robert whispered.

Jeb stared down at his fallen colleague, a loose smile playing on his lips. "It's a shame, really," he pondered out loud, tilting his head slightly, "that the boy will never see his father again."

The Eraser's shifted uneasily.

"Kill him," Jeb ordered, turning to stare out the thick-paned window behind him.

"Make sure he screams…"


	7. Chapter Seven: The Theater

A/N: Whoo! Merry Christmas Eve Eve everyone! Full moon, that means you all have to run outside and dance naked! HAVE FUN!!

* * *

The Riddlyr

Chapter Seven

Rail glanced up at Jackal jogged across the infirmary to his side, a wide grin plastered on his pockmarked face. "Hey, Rail," Jackal gasped, falling to his knees on Riddlyr's empty mat, "What's up?"

Rail shrugged, glancing nervously at the tunnel Riddlyr had stepped into after their brush with Mary. The short fledgling hadn't returned and Rail was starting to get anxious. Max had ordered not to let him out of his sight, and here he was, just hours later, and Riddlyr had gone missing.

"Where's the kid?" Jackal asked, "I found his pack in the boat, thought he might need it." He dropped the worn tan backpack onto the mat, folding his legs under him and grinning like a fool. _Probably just happy to be out of the Waterways and back in safe-sound Scribble City._

A tug of curiosity aroused in the back of Rail's mind. He picked up the backpack cautiously; glancing over his shoulder to make sure Riddlyr was nowhere to be seen. Jackal frowned as Rail unzipped the pack, clearly confused, "Rail…isn't that Riddlyr's?"

"Shhh!" Rail hissed, dumping the pack's contents onto the mat.

Among the tangle of wrinkled clothes, a thin paper note fluttered to the ground. The note was pale yellow, and crinkled in the corners, worn down as if it had been opened and refolded countless times. The ink was smudged where the Waterways elusive moisture had slipped in.

Jackal shifted uncomfortably as Rail smoothed out the note on his knee, his eyes sweeping over the thin letters. The hairs on the back of his neck stood on end, his eyes pausing at the bottom of the note, only to rush back to the top to re-read it. Jackal whined nervously, his stumpy wings rustling as he glanced over his shoulder.

Rail crumpled the note in his hand, anger spreading across his chest.

"Rail?" Jackal asked cautiously, "What's wrong?"

"He lied," Rail spat, stiffly getting to his feet, "the bastard lied to me!"

* * *

Nero shuffled into the infirmary; breathing in the stale air that he was sure would serve as his home until Robert returned. Rail was standing next to a crouched boy with greasy hair, the sinews standing out in his arms folded over his chest. Faint blotches of red burned on his cheeks as Nero slowed, stopping a few feet away from him.

"Feel better Nero?" Rail spat.

"Yeah…" the words died on Nero's lips, despair creating a gaping void in the pit of his stomach. Rail knew. How…? The deflated tan pack glared up at him like a neon sign, his eyes darting to the yellowed note in Rail's hand. The greasy-haired boy made a nervous sound in the back of his throat and shuffled to his feet, "I should be going…" he said half-heartedly.

"No, Jackal," Rail snapped, "stay here."

Jackal frowned unhappily but took up post next to Rail's stiff form.

Nero could feel the muscles burning in his legs, ready to run at the first sign of violence. "You went through my pack," he accused in a low voice, "you had no right…"

"You _lied_!" Rail interrupted, poking his pale finger at Nero's chest, "We took you in…and you lied."

"I had reasons!" Nero protested, slapping Rail's hand away and making a grab for the note. Rail snatched it away from his reach, dangling the sodden paper above his head, his eyes hard. "What possible reason could you have to lie to people you haven't even met!"

"I couldn't trust anyone!" Nero shouted, heat creeping up his neck.

Rail locked his steely fingers around Nero's wrist as he made another grab for the note, pulling him up until their faces were just inches apart. "Itex is after you," he hissed through clenched teeth, "Why?"

Nero struggled in Rail's grip, his feet dangling just inches from the floor, "I don't know," he growled, his shoulder screaming as Rail hitched him higher.

"Stop! Lying!"

"The pill didn't work!" Nero blurted, "I did everything just like they told me…and the pill didn't work. See?" He let the sleeve of his shirt fall down to reveal the blackened skin on the underside of his wrist, gritting his teeth as Rail set him back on his feet.

Rail twisted Nero's palm to face the ceiling, running his cold finger over the fuzzy tattoo. A strange expression crossed his face, his other hand still locked around Nero's wrist.

"There's one thing you didn't lie about," Rail muttered.

"I did everything they told me to," Nero repeated, his heart pounding in his ribs, "nothing worked. I think…I think that's why they're after me. I'm the only one I've heard of that the Alter pill didn't work…maybe…that's bad?"

Rail released his wrists, mutely letting him snatch the note from his fist.

"They took my father," Nero said hesitantly, taking several steps back and hugging the note to his chest, "he told me to come here. To ask for Max. I chickened out…I couldn't trust anyone…so I lied."

Rail ran his hand over his face; his gaze still locked on Nero's wrist, as if staring at it long enough would reveal its mysteries. Jackal whimpered nervously, several feathers floating to the floor as he turned around in slow circles, his knuckles white and his eyes wide.

"Come on," Rail said gruffly, turning on his heels and marching across the infirmary mats. Nero hesitated, glancing at Jackal who was still staring at him, and jogged to catch up. Leaving the greasy-haired boy trembling next to his pack.

"Where are we going?" Nero asked, wondering if he'd pushed his luck too far.

Rail didn't so much as glance at him, "I'm giving you what you wanted," he growled, turning a sharp corner down a dimly lit tunnel, "I'm taking you to Max."

* * *

The gondola-style longboat scraped noisily at the bottom of the Waterway's farthest tunnels, the smooth wooden sides sliding effortlessly through the dirty water. A heavy-set man stood at the back of the boat, prodding his long pole into the water, his blood-shot eyes straining in the dark.

Nero hugged his knees to his chest, trying his best to avoid Rail's cold stare as the skinny boat pressed on. Rail had explained that Max didn't stay in Scribble City for long, only visiting now and again to see if things were running smoothly. She, and the rest of the rebellion, stayed hidden. Deep within the Waterway tunnels at a place they called The Base.

The boat finally pulled to a stop, the heavy-set man motioning to the expanse of concrete that stretched from the water to the tunnels dried up bed. "You're stop," he said, his voice low and grating, "Do you want me to wait?"

Rail nodded once, jerking Nero to his feet and pushing him to the shore, keeping one hand wrapped firmly around his upper arm. They fell into a brooding silence at the tunnel turned a sharp left and the boat fell out of sight.

Almost immediately, the tan-washed tunnels Nero had grown use to seeing everywhere fell away, revealing something unexpected.

The Base was an abandoned theater.

The area which once housed thousands of folding seats had been stripped clean, replaced instead with pits that held live fires and ramshackle seats set up from empty barrels and slabs of concrete. The gray-painted stage was empty, dust settling across its surface from lack of production over the years. Several of the red curtains had been stripped away, leaving behind the shell of a once beautiful room washed in shades of subtle lights.

A group of men and woman, each one in their early thirties or late twenties, were gathered in a tight circle around one of the fires. A broad-shouldered man with dark skin looked up as they entered the wide room, a pair of rather large brown wings sweeping awkwardly from his shoulder.

Nero sucked in a sharp breath of surprise as the man shambled toward them. He couldn't have been over twenty, but he was still the oldest fledgling Nero had ever seen. Most were cured by the time they hit ten, freed to be normal in the cities and towns. This man was a walking oddity. A brown winged fighter with hints of a beard clinging to his chin.

"Who's this?" the man rumbled, his voice echoing across the theater.

"We need to see Max," Rail said, dodging the man's question, "tell her it's about the…Alter pill failure we discussed."

The man hesitated for a moment, his piercing gaze lingering on Nero's black-winged shoulders before he turned to stomp toward the stage. Dust flew from under his feet as he swept behind the only remaining curtain, his voice inaudible from behind the thick cloth.

After a moment of silence that was only interrupted by the crackling of the fire and the shuffling of the older fledglings feet, a woman stepped onto the stage.

The lights bounced off her short-cropped brown hair, casting shadows under the laugh-lines that bordered her deep eyes, eyes that commanded authority and respect. The short-sleeved black shirt she wore was torn in several places, her loose jeans giving her a much younger appearance as she leaned on one leg, a silver pistol swinging from her hip.

She smiled humorlessly, her heavy steel-toed boots clomping noisily on the wooden stage, "Nero Riddlyr," she sighed, her voice ageless and full of authority, "I'm glad you've finally came."

Rail's hand tightened on Nero's arm, his face drawn.

Maximum Ride folded her arms across her chest, her wings unfolding slowly in the stage light.

"I've been waiting for someone like you."


	8. Chapter Eight: The Promise

A/N: Alright so it's not the longest chapter ever, but I felt like I owed you guys something after leaving you hanging over the holidays. Sorry about the wait. If Max seems a bit out of character, don't freak, okay? There's a reason for everything I do and I promise it will all tie together in the end. A flock member comes up in the next chapter so stay in touch. Enjoy!

* * *

The Riddlyr

Chapter Eight

Jeb Batchelder sank slowly into the hard iron chair positioned next to the window, his old body creaking to remind him of the ages he'd been alive. Not that it mattered what shape his body was in…all that mattered what that he was still sharp in the head. It didn't take a massive amount of strength to command an army of Erasers, just willpower. You had to be smarter than them, which…really wasn't hard.

The Eraser's standing guard at the doorway blinked drearily in the faint light of the setting sun, clearly tired from the night they'd spent awake, keeping watch over Batchelder's private lab. Their deformed faces were basking in the soft green glow of the humming equipment and countless vials of strange liquid.

Gritting his teeth together, Jeb watched the sun finally sink away.

Another day wasted.

People had always told him the two things genetic science needed was a smart mind, and an endless amount of patience. The first Jeb had covered. The second…was starting to turn stale. Like a piece of gum chewed for too long. Jeb's frail grip tightened on the arm of his chair, the lights of Fallbrook slowly sparkling to life.

They had to find the fledgling child.

Without the secrets that child held within his blood…the countless hours of work that had kept Jeb awake at night would be wasted. The fledgling population would continue to grow, and eventually someone would discover the truth about the Angel Virus. Fallbrook would turn to bedlam, and Itex would be destroyed.

The fledglings would have to be destroyed.

And to do this, Jeb Batchelder needed that child…

A shuffling came from the far side of the room as the Eraser's switched post, replaced now with fresh eyes and recharged muscle. Jeb leaned back against his chair, closing his eyes and letting a large breath slide out of his lungs. It wouldn't be long now. With Rath on the case, it was only a matter of time before Jeb got what he wanted.

The child would die, and all fledglings would be destroyed.

* * *

Nero sat cross-legged on the dusty floor of the stage, his eyes slowly adjusting to the sudden darkness that greeted them behind the curtains. A place of privacy where no one outside could see or hear. Rail sank to the ground next to him, his expression unreadable as Maximum Ride picked her way around them and sat slowly, her eyes bright.

"Well?" she asked, eagerness buried in her throat.

Rail tapped Nero's hand discreetly, "Give it to her."

Nero suppressed the tremble in his hand as he carefully pushed the note Robert had written solely for him across the floor. A certain type of dread creeping across his chest as Max picked it up and unfolded it, her eyes flickering across the smudged text with interest.

Her eyes flashed to Nero's face, the note still held inches from her nose, "Itex?" she whispered, slowly letting the note sink to the floor, "Itex is after _you?_"

Nero nodded, feeling Rail stiffen next to him.

Max ran her hand over her scarred face, a smile tugging at her lips, "Why?"

"I think," Nero said slowly, "it's because the Alter pill didn't work for me."

"Explain," Max said sharply.

Nero gritted his teeth, Max's tone slightly reminding him of his principal back in Noi. "Where I grew up," he started, wondering how he should phrase the answer without giving too much away, "it's required that every fledgling child takes the Alter pill at the age of three. After a few months of taking the pill, they're admitted for an operation…one to remove their wings."

He paused, glancing over at Rail who gave him a slight nod of encouragement; "I took the pill, just like the doctors asked…but it never took effect…so they refused to give me the operation. They kept giving me the pill, and I kept taking it…but nothing changed. Then…one night they came for me. I think my father knew, and he prepared. Wrote me that note, and set a boat in the Waterways so I could get away."

Max didn't blink once as Nero told his story, growing more and more uneasy under her intense gaze. "I got away," Nero mumbled, "…he didn't."

Max stood up suddenly, her wings flaring open as she paced the extent of backstage, the note still clutched tightly in her hand.

"It's a shame," she said after a moments pause, "about your father. But I'm afraid you can't cling to the past. Instead…" she turned her solid gaze on him, "…we should look to the future. Tell me, Nero. What do you know about Itex and the revolution?"

Nero shrugged, stung by her bluntness, "Nothing really."

Max snapped her fingers, "There. That's just it. Nobody knows anything about what Itex _really _is. You have to dig. You have to fight for that knowledge. When you look into it…I mean _really look_…Itex is evil, and must be destroyed."

She raised her arms above her head, "That's what this is all about. That's what my revolution is for. To eliminate Itex and the evil it created."

"Why are they after me?" Nero asked, pushing back the dread.

Max shrugged, "Who knows? But if they're after you, then we can't let them take you. Whatever reason they have for taking your father and hunting you down, it will somehow fit into the greater plan."

"What greater plan?" Nero stuttered, overwhelmed by the sudden intake of information. He'd spent the past couple days lost in the dark, only now that some light had been shed, the dark didn't seem like such a bad place to be.

"Only they know that," Max mused, shoving her hands into her pocket.

Nero shakily got to his feet; ignoring the look of warning Rail shot him. "Let me get this straight," he tapped his foot nervously, hoping that saying it out loud would make it more realistic, "your trying to destroy the largest and most powerful lab company in the world with a patch-work army of illegal fledglings, even though you have _no idea_ what Itex's plans are?"

Max rubbed the back of her neck, "Well when you put it that way…"

"It sounds like crap!" Nero shouted, hysteria rising to the surface.

Rail sprang to his feet, grabbing Nero's arm and jerking him roughly back, "Watch what you say," he hissed. Nero shoved him away, the skin beneath his feathers itching with the desire to simply jump into the air and fly away, leaving Max and her ramshackle army behind.

"I _will not_ watch what I say," Nero spat, "my father is missing, he could be dead for all I know!"

"Whoa, Nero," Max laughed, placing her calloused hands on Nero's shoulders, "calm down. I get it…your upset and you miss your father. Be patient, okay? You can't expect us to find him in less than a week alright?"

Nero felt a thrill of relief as the words soaked in, "You'll find him?" he asked cautiously, taking a step back and letting Max's hand slide off his shoulder, "You'll find my father?"

Max nodded, her eyes glowing, "Without a doubt. Just…don't do anything stupid, okay? Leave the fighting to us."

Nero nodded, taking another step back and bumping into Rail's sturdy form. Max placed her hands on her hips and smiled at them, nodding once at Rail. "You'll watch him?" she asked, cocking her head to one side, "Protect him?"

"Yeah," Rail said slowly, fastening his hand around Nero's arm in his all-too-familiar grip, "I'll watch him."

Max nodded once, "Good. You two stay at the Base from now on, okay? I'd hate to loose you in Scribble City when you're perfectly safe here." She smiled, a grim haunting smile hidden under fake sweetness, "We'll find your father, Nero Riddlyr."

Rail's grip tightened.

"I promise…"


	9. Chapter Nine: Nudge

A/N: another semi-short chapter, but hey, what'cha gonna do? I'm tired, bug me about it later. Anyway, other flock memeber stories will emerge as the story continues, I'm making this up as I go but I hope I didn't strike it too tragic. Enjoy much!

* * *

The Riddlyr

Chapter Nine

Nero leaned back against the molded walls of the theater balcony, his knee bumping up against a row of seats someone had forgotten to tear out, his eyes turned toward the ceiling. It was late. Too late to be awake. Down below, on the main floor of the theater, the group of older fledglings that had been standing around the fire was asleep. Their forms shifting restlessly in the night.

The balcony of the theater was small. It's supports rotted and riddled with holes, hardly strong enough to hold the weight of a full-grown man. Yet, just enough to hold the weight of a half-starved teenager and an undersized fledgling. Nero flinched as Rail rolled over on his makeshift bed on the far end of the balcony, his face slack in deep sleep.

Nero forced himself to take a deep breath, trying to calm his nerves. Max had promised to help him find his father. She'd promised to keep him safe from Itex. She'd promised so much…yet the hole in his stomach continued to grow bigger and darker. A creeping fright buried, muffled…but still there.

"Nero?" Rail propped himself up on his elbow, squinting into the dark blearily.

"I'm here," Nero whispered.

Rail ran a pale hand over his face, his shoulders slumping as he pulled himself to his knees, "Wh…why are you awake? God, it's gotta be past midnight." His milky brown wings brushed against Nero's knee as he turned around, shifting to bury back under his torn cotton sheets.

"Rail?" Nero whispered, his voice echoing through the empty balcony.

"Go to sleep, Nero," Rail muttered.

Nero shook his head, rocking foreword on his toes and prodding Rail's shoulder, "Rail, are you awake? Can I ask you something?"

Rail's drawn face appeared from under the covers, his eyes slitted in the dim light, "What?" he moaned, shifting around until he sat across from Nero with his back pressed against the wall. Down below, the faint coals left to fizzle out in the oil drum flickered back to life.

"Why does Max hate Itex so much?" Nero asked, drawing his knees up to his chin. Rail stared down into the flames far below, his fingers clenching and unclenching into a white-knuckled fist. The silence hung over the empty theater like a storm cloud, boiling purple with suppressed thunder.

"Can I trust you?" Rail sighed, seeming to address the darkness.

After a moment he carefully got to his feet, fishing a small flashlight out of his pocket. "I want to show you something," Rail said quietly, the floorboards squeaking under his feet, "something only me and Max know about…and you have to promise…not to breathe a word about it to _anyone_. Not even Max."

Nero nodded silently, waiting until Rail had slid down the iron ladder to the floor before following him. The theater stayed silent around them as Rail crept past the sleeping forms to a small side door half-buried by a shredded curtain. He motioned for Nero to be quiet and clicked on the flashlight, the door opening in a surprisingly silent matter for all the rust on its frame.

They left the theater behind, walking quietly down a dark hallway that ended in an abrupt wall with a single door. Rail paused at the wall, chewing thoughtfully on his lip. "Nero," he said carefully, clicking the flashlight off and leaving them in darkness, "promise me you won't touch her?"

* * *

The room was lit by a single bare bulb that hung dejectedly from the ceiling by its own cord, swinging softly in the breeze from the ceiling vent. Rail shut the door behind him softly, his head bowed as he turned to face the room. Nero stayed behind him, his eyes straining in the darkness.

The room was empty.

No…

A dark figure shifted in the corner.

Wide brown eyes stared at them from behind a halo of matted hair, wide wings matted and feathers frayed, pressed tightly against her back. Thin brown arms folded tightly across her chest, hugging so hard to fingers turned light, her nails digging into her flesh. Her face gaunt…starved not only from lack of food.

"Nudge," Rail whispered, his voice soft, "it's just me."

Nudge sat curled in a corner, a thin blanket draped around her skeletal shoulders. She shivered, her eyes growing even wider as Rail took a tentative step foreword. She pressed her lips into a thin line, pushing back harder against the corner.

Rail sighed, retreating back to Nero's side, the tendons in his arms visible.

Nero stared at the starved fledgling tucked in the corner, the hole in his chest throbbing as he gritted his teeth. Rail folded his arms across his chest, "She has her good days," he whispered, "and her bad days. She even used to talk to me when I was younger…but now…it's like she's just a shell."

"What happened?" Nero breathed, his hand shaking.

Nudge's watery eyes darted back and forth between them, her tongue running over her chapped lips as Rail sank to the floor. Nero sat carefully beside him, his gaze not shifting from Nudge's gaunt form.

"Nudge is…" Rail said hesitantly, his brow knotted together, "…not like us. She's not a fledgling. She's…an experiment. Before the Angel Virus escaped, even before Itex was a major roll in government, they experimented illegally with genetics. Nudge was one of the outcomes."

Nudge shivered visibly, her eyes turned to the floor; almost as if she was aware they were talking about her. Almost as if she was ashamed of what she was.

"Some of Itex's earlier experiments," Rail continued, "had side-effects…besides the obvious. Glitches buried deep inside their DNA. Glitches that made them abnormal. Some people think that the glitches formed into…non-direct _abilities_."

He paused, rubbing his hands together in the chill of the room. "Nudge…her side-effect started out small…nothing serious. When she touched things, she could _see_…the echoes of that object. The data stored inside…the memories. And as the years passed, it got worse. Until touching anything…anything at all, caused her great pain."

Rail bowed his head, staring distractedly at the floor, "Max tried to help her. She tried everything she could…but Nudge was just…beyond help. She couldn't even touch her. So she did the best thing she could do. She put her out of harms way…in a place where Nudge doesn't have to touch things. A place where she can just…rest."

Nero stared at the bleak walls of the room. The absolute emptiness of it was suffocating. The bare bulb illuminating Nudge's scrunched up body in the corner, her eyes wide as she stared at the far wall.

"She stopped eating a few weeks ago," Rail muttered, "we can't get her to eat anything. It's like…she's just given up. I hate to see her like this. Her and Max…they were really close. Like sisters."

Rail carefully got to his feet, cautious not to make any sudden movements so not to scare Nudge. Nero accepted Rail's extended hand, not trusting himself to stand on his own. Nudge watched them silently, her face drawn and sparkling with sweat.

"Itex did this to her," Rail said quietly, his hand on the doorknob, "that's why Max hates them. They've done terrible things to her…to her family. It eats her up inside…and that's why she want to destroy them so much."

The knob turned under Rail's guidance, his fingers brushing over the metal.

"You have much sadness in you…"

Nero froze as the whisper-thin voice fluttered in the silence, the hairs on the back of his neck standing on end. Rail stiffened next to him, his hand fastened on the doorknob as he slowly turned to face Nudge. The frailty was gone from her deep eyes as she turned her firm gaze on Nero, her eyes brimming with tears.

"I can feel it," she whispered, "even from here. You're so sad…so sad…"

She trailed off, ducking her head against her knees as her body trembled.

"Nero," Rail whispered, his stare fixed on Nudge, "go back to the balcony."

"But…" Nero started, his hands shaking.

"Now," Rail ordered, his voice turning hard.

After a slight hesitation, Nero slipped passed the half-open door, goosebumps spreading across his arms as he trudged back down the hall in darkness. The theater hadn't changed, the fire in the oil drum still burning low as the older fledglings shifted in their sleep. Not knowing of the horrors that slept just a few yards away.

Nero shuffled back to the balcony, wrapping the worn cotton sheet tightly around his shoulders to ward off the chill under his skin. The coldness stayed, an icy needle buried in his gut. Accompanied by Nudge's empty eyes that stared at him from his memory. Burning white hot in the darkness.

Her words came back to him, choked with tears.

_You have much sadness in you._

_So sad…so sad._

Nero gritted his teeth as his hands shook, silent tears spilling down his cheeks. Nudge's eyes…her voice. Itex had done that to her…made her break, made her give up. How many others had fallen to Itex's evil? How many others had died to serve their purpose? How many suffered?

_So sad…Riddlyr._


	10. Chapter Ten: Fallbrook

A/N: awhg! Please don't kill me for what I did. I promise I'll make up for it next chapter! By the way, I hope I don't fall behind on this story now that i've got a new one posted up in FictionPress. Man! I never notice how many stories there were about Angels and Demons on that site..but yeah, that's what mine's about. Go check it out if you have the time... Yojen!

* * *

The Riddlyr

Chapter Ten

Rail crouched in the near darkness, his hands still shaking as he ducked his head. As always, a show of respect he found necessary. Max didn't comment, she didn't move…didn't breath.

"I'm sorry," Rail muttered, staring down at his ragged fingernails.

Max leaned against a far wall, her back to him. Silence prevailed.

Rail took a deep breath, "We need supplies. I was wondering if I could take Nero up to Fallbrook in the morning. He could use the light…don't worry, I won't let anything happen to him…Max?"

She snorted, pushing herself off the wall and turning to face him, her eyes cast in shadow. "Do you know how old I am, Rail?" she asked, her voice quiet, "I'm almost thirty-six…and after all these years, I've got nothing to show for it…except a dead family."

Rail gritted his teeth, a ragged hole tearing in his chest, "Nudge's death wasn't your fault. She was failing…she wasn't eating…no light, no sleep, no company. Max it was only a matter of time…" he trailed off, noticing her blank stare.

"Did she say anything to you?" Max whispered after a slight pause.

The worn red curtains bowed as a slight breeze stirred through the theater. The hushed voices of the older fledglings bustled to life as they re-lit the fire. Preparing again for another day of secrets and hiding.

Rail shook his head, "No…but she did…say something to Nero."

Max stiffened, her eyes narrowing, "What?"

Rail shrugged, rocking back on his heels, "She said he was sad…that she could feel his sadness from across the room. That was it…she was just rambling, I'm sure it meant nothing…"

"Nudge wouldn't say anything unless it meant something," Max interrupted sharply, rubbing a scarred hand against her cheek, "I don't get it. Why talk to him? She's never seen him before…never spoken to anyone for months. Maybe…"

Rail chewed at his lip, "Maybe she felt it."

Max laughed, her voice bitter, "Felt what?"

Rail shrugged half-heartedly, "Felt that he was important?"

She waved her hand in the air as if to swat away an annoying gnat, her lips turning down at the corners in a thoughtful frown. "As for your request," she mused after a pause, "you can take Nero as long as you know for _certain_ that if something goes wrong you can handle it…deal?"

Rail nodded, relieved to be off the touchy subject, "I can protect him, promise."

* * *

Nero sneezed at the cloud of dust blew in his face. Disturbed after years of collecting at the edges of a hidden hatchway leading to the abandoned surface tunnels of the Waterway. Rail grunted as he heaved the latch open, its heavy metallic frame clapping loudly as he dropped it to the floor. 

"Here's the deal," Rail said, pulling himself into the hatchway with ease, "when we're out in Fallbrook, we wear heavy clothes. The less people that see our wings the better. It's not uncommon for a stray fledgling to be walking the streets, but people tend to have an unfriendly disposition toward them."

Nero nodded, his throat still clogged with dust as he jumped for the hatchway. His fingers caught on the extreme edge, clinging hopelessly to the slippery concrete, his feet dangling a few feet above the ground.

Rail laughed, grabbing his arm and pulling him up to the surface tunnels.

"Another thing," Rail grunted, pulling Nero to his feet, "stay close, okay? Max would kill me if the Dealers got you."

"Dealers?" Nero coughed, brushing away the dust.

Rail nodded, checked the tiny pistol fitted into the waistband of his jeans and adjusting the heavy cotton hoodie that hid his wings. "Dealers," he said, walking purposefully into the darkness of the tunnels, "are specialized Erasers. They don't morph, but still hold the same physical abilities of your average morpher. Itex made them for a special purpose."

Nero jumped over a block of concrete in their path, his sneakers coated with mud from the tunnel floor, "What special purpose?"

Rail shrugged, turning to face Nero with a wide grin, "Stealing children."

Nero stopped dead in his tracks, a familiar dread creeping up his spine, "Stealing…children? You mean like…snatching them?" Robert stories came back in full. Tale from the north, of black-clad men who stole children…children that were never heard from again.

"Mostly fledglings," Rail said idly, continuing his waltz down the tunnel, "we don't know for sure what they do to them. Max has several theories though…she thinks Itex snatches them off the street and takes them back to the main lab complex. Experiments on them."

He seemed to just notice that Nero wasn't following, turning around to face him several yards away, his brow cocked. Nero laughed nervously, jogging to catch up, his heart pounding. Robert had been telling him stories all his life…did all of them relate to the revolution in Scribble City? Had he really been preparing Nero for that long?

Sunlight spilled abruptly into the tunnel, causing Nero to almost trip over his own feet. The surface tunnel had suddenly fallen away, almost like someone had just taken a hacksaw and cut through, leaving a gaping hole into the underbelly of Fallbrook.

Rail prodded Nero forward, an amused grin on his face.

The tunnel fell away…into absolute bedlam.

Nero had never seen so many _people_ in all his life. Their brightly colored shirts flashed in the sunlight, limbs entangled, metal bracelets blinking, sunglasses glinting up at them from all sides. The narrow street was lined with ramshackle huts supporting brightly colored cloth and eye-catching jewels hanging from the awnings, each hut packed with its fair share of shoppers.

Rail hefted the ratted backpack Max had supplied him and wrapped his thin arm around Nero's shoulder, shoving him forward until the crowd swallowed them up.

"Stay close!" Rail shouted next to Nero's ear, his voice almost lost in the din.

Their first stop was a nearly vacant shack with a collapsed roof and nothing on display. A wicker chair sat under the sun-guard, the man inside spilling over the edges as he observed the crowd. A smile flickered across his face as Rail pushed his way clear.

"Rail!" the man shouted, spreading his fat arms wide, "what brings you?"

"Hey Mousy," Rail said, setting the backpack on the empty display table, "I need bread. Lost of it. Preferably not molded or rat-chewed, thank you."

Mousy grinned, his watery eyes resting on Nero, "Ah! Who's this? New friend?"

"Mousy!" Rail snapped, rapping his knuckle on the table, "Bread. Now."

Mousy's smile turned to a frown as he disappeared into the collapsed shack, reappearing several seconds later with a large burlap bag bulging out at odd angles. "Thirty loaves," Mousy declared proudly, "neither moldy nor rat-chewed."

Rail eyed the bag, "How much?"

Mousy pretended to think, his squinty eyes turned toward the ceiling as he rubbed his third chin, "Eh…I let it go for…forty five."

"Forty five!" Rail snapped, his eyes disbelieving, "That's ridiculous!"

"No!" Mousy shouted, slapping his palm on the table, "that's fair!"

Rail fumed for several seconds, his knuckles white on the table. He shook his head, lowering the burlap bag into Nero's arms. "Here," he took out a small brow purse with black draw-cords and flung it into Mousy's hands, "you disgust me."

Mousy laughed generously as Rail grabbed Nero's arm, dragging him away from the hut. "Come back soon, eh?" Mousy's voice floated after them as they made their way back to the tunnel.

"That's all?" Nero asked as Rail stomped into the darkness.

Rail threw his hands in the air, "That's all the money we had!"

He ran a pale hand over his face, his mouth drawn, "Max is gonna be pissed. God! Things just keep piling up, there's no way this is going to end good…"

They walked in welcomed silence for a few minutes, the noise of Fallbrook disappearing behind them. Nero struggled with the bag, his arms hardly wrapping around its bulk as he trudged after Rail. A nagging thought tugged at the back of his mind, purposefully suppressed because of Rail's sour mood.

"Hey, Rail?" Nero said after the darkness was all around them, building up his courage and hoping Rail still had enough patience for questions, "What…what happened to Nudge?"

The burlap bag held in front of Nero's face bumped suddenly into Rail's stiff back, his feet glued to the floor as his emerald eyes stared down the tunnel. Nero swallowed hard, his arms aching as the bag slid down several inches.

Rail gently pried the bag out of Nero's arms, swinging it easily over his shoulder, his eyes tired. "She's dead," he said quietly, "died last night…just after you left."

Nero bit his tongue, surprised at the lump gathering in his throat. He'd only met Nudge once…she'd even scared him at that. Of course…Nero had never dealt with death before. Not fully. Not head on. Never like this…

The slap of feet filled the tunnel, a dancing shadow making its way toward them. Rail shoved Nero behind him, his eyes narrowing as he shifted the bag to his other shoulder. The shadow turned the corner, sprinting toward them at full speed.

It was a fledgling.

He stopped several feet from Rail, his chest heaving as he laid his hand against the wall. He was young, probably one of the runaways in Scribble City, his soft rusty wings fluttering nervously against his shoulders.

"Message," he gasped, "from Max. She wanted me…to tell you…Angel's back."

The burlap bag fell to the floor with a soft thump, making the messenger jump. Rail was gone before Nero could even ask what the russet-winged boy was talking about, his pale form a streak in the darkness as he sprinted away. Nero carefully picked the bag back up, turning to face the messenger.

"Who's Angel?"

The messenger shrugged, "I'm just supposed to deliver the messages. Max told me to tell Rail that Angel's back. That's all I know."

_Angel's back._


	11. Chapter Eleven: Angel

A/N: Hmmm...another short chapter...ah well! There's a lot to digest in this chapt. so take it slow, I promise I'll go in more depth about Gasman and Iggy later on, until then you're just going to have to hang on tightly to the cliff edge i've left you at. Oh, and Happy Birthday JFW1415!

* * *

The Riddlyr

Chapter Eleven

_Robert ran his worn hands through Nero's hair, smiling down at his son with mixed emotions of fear and relief. Tomorrow was the day he would be admitted for surgery. The day he would return to normal, and everything would be okay. _

_A frown tugged at Robert's lips as he watched Nero turn the pages of his picture book, completely fascinated by the bright colors. His wings hadn't changed as the other fledglings his age had. While others were molting and loosing feathers…if anything, Nero's seemed to continue growing. Healthy and full. _

_The wall clock ticked in the silence, interrupted only by the faint flicker as Nero turned his pages. Robert shoved back the anticipation growing in his throat. Everything would be fine. It would all be okay. _

_The wall clock seemed to disagree._

_Ridd-lyr. Ridd-lyr. Ridd-lyr.

* * *

_

Angel pulled herself dreamily from the approaching thoughts of the strange mind, her head still swimming with images from his memories. Max stared at her disapprovingly from atop her stage, arms folded across her chest, her ever-faithful Rail standing next to her.

Nero shuffled into sight, a burlap bag wrapped in his arms and the rusty-winged messenger on his heels. He looked confused, his dark eyes sweeping over the white-winged older fledgling leaning against the stage, a strange smile flickering across her flawless face.

"Nero," Max said sharply, before Angel had a chance to open her mouth, "take that bag back stage. Rail…go with him."

Rail nodded once, pulling both Nero and the bread-bag onto the stage with one tug. In seconds they were gone, the tattered curtains of Max's domain swallowing them up. Angel drummed her fingers on the stage edge, glancing up at Max who continued to stare.

"You didn't have to do that," Angel said quietly.

"Why are you here?" Max whispered, her fingers tucking into fists at her side.

Angel lowered her eyes, tracing the stage boards carefully with her fingertips, "I heard…Nudge died…didn't she?"

Max's face hardened, "You've been reading minds again."

Angel scowled, "Not yours. Never yours…never again. Rail's on the other hand…he's free game."

Max gritted her teeth together, throwing a quick look over her shoulder to the dark space between the curtains, "I wish you wouldn't," she said bluntly, crouching on the stage so she was level with Angel's baby-blue eyes. Angel blinked slowly, folding her soft hands in front of her, "I have every right."

"You left us, Angel!" Max bristled, "Months ago. When we needed you most! You have _no_ rights within these walls, not anymore."

Angel's eyes hardened, "Itex killed my brother, Max. It's because of them that Gasman is dead! I have _every_ right to be a part of this, even if I'm not leading the charges into battle anymore. The only reason I stayed for that long was because I couldn't leave Gasman behind…" she gritted her teeth, averting her teary eyes.

"If only you would have known how much he loved this," she hissed between clenched teeth, "I checked. I know it was wrong of me…but I checked his mind every morning when we woke up. He was different…ever since this whole revolution started. His thoughts were violent…it's like…he was looking _forward_ to killing those Erasers. And in the end…that's what killed him."

Max flinched, stung by her words, the skin beneath her feathers crawling.

Angel pushed away from the stage, her long-cropped blonde hair spilling over her shoulders as she shook her head, "I know your only trying to help, Max. I know you think this is what Itex deserves…I just…don't see eye to eye with you. And that kid," she jerked her head backstage, "he's the one you've been looking for, isn't he? Someone that's immune to the Alter pill?"

Max looked away, standing up and shoving her hands into her pocket, the cold grip of the pistol rubbing against her wrist. She concentrated on that instead of the needle in her throat, or Angel's burning stare against her back.

"That's it then?" Angel breathed, her lips forming at thin line, "You're just going to drag him into this too? He's a _kid_, Max…"

"So were we!" Max shouted, spinning to face Angel, "That didn't stop Itex from coming down on us with everything they had! That didn't stop them from killing Gasman and Iggy…" she bit her lip hard, the taste of blood tinting her tongue.

Angel glared at her, her teeth clenched, "Iggy killed himself, Max. Itex had nothing to do with it."

Max threw her pistol down on the floor, the barrel making a satisfying crack against the boards. She folded her arms over her chest, "They pushed him to it," she muttered, remembering the sweet faces of her flock all those years ago. Back when things were good, normal even…better. So much better.

Angel took a deep breath, her eyes closed as if struggling to reason with an unresponsive child, "I'm leaving now, Max," she opened her eyes, a frown tugging at her lips, "and I don't suppose I'll be coming back."

She kicked a loose rock out of her way, reaching out to rest her pale fingers on the rusted doorknob, a shudder passing through her body. "The kid's life is worth more than your revenge," Angel whispered, not even sure that Max heard. In seconds she was gone, the only trace of her being a crumpled white feather resting finally on the stage edge.

Max stared at it, anger boiling beneath her chest.

Itex _would _pay for what they did to her.

What they did to her family…

* * *

Nero set the burlap bag down next to an overturned crate pushed against the wall, the white-winged fledglings shocking eyes still staring at from the back of his mind. He was surprised to find his hands shaking…and even more surprised to see tears rolling down Rail's face. 

"What's wrong?" Nero asked hesitantly, watching worriedly as Rail kicked at a box lid, his eyes fixed on the curtain that hid the stage from them. He swiped the tear away, looking surprised himself, and sat down heavily on the crate.

"Just…" he ran a hand over his face, "a trip down the memory lane from Hell."

Nero pulled himself onto the crate next to Rail, his feet dangling a few inches from the ground. "Who was that girl?"

Rail sighed, leaning back against the wall, "Angel. An…old friend of Max's. She left the revolution after her brother died…a few months ago, I think. We haven't heard from her since. She probably heard about Nudge…"

Nero stared at his hands, "I thought only you and Max knew about Nudge?"

"Yeah," Rail muttered, "good lot of help that does. Angel…reads minds. She probably knows every move Max has made since she left. You know…gone, but still keeping a metal read on us."

"Was she one of Itex's earlier experiments?" Nero asked, "With the side-effects?"

Rail nodded, laying one pale arm over his face and taking a deep breath.

Nero swung his feet against the crate, chewing thoughtfully on his lip.

"You look confused," Rail muttered, a smile tugging at his lips.

Nero shrugged, "It's just…how many were there? With Max, I mean?"

Rail pushed himself to his feet, his brow pulled together as he peeked past the curtain to the stage. He retreated back into the darkness, pacing the small extent of the wooded floor carefully.

"Six," he finally said, "including Max."

He held up a pale hand, counting off on his fingers, "Nudge. Angel. Her brother, Gasman. Iggy…he died a few years back…had some inner demons he couldn't deal with I guess and jumped from a building…without opening his wings. It really tore Max up. After Gasman was killed in an Eraser raid, Angel left off on her own. Nudge has been with us…and that's it."

He shrugged, letting his hand fall back to his side.

"And?" Nero pressed.

"And what?"

"You said there were six…including Max," Nero pointed out, "you've only named five. Who was the other one?"

Rail shoved his hands in his pocket, glancing nervously over his shoulder, "Well," he sighed, flinching as the loud crack of Max's pistol hitting the floor split the air, "if you really want to know that one…you'll have to ask Max."


	12. Chapter Twelve: Fang

A/N: jeeze, that took a long time. I had to put a lot of thought into this chapter so I really hope you people like it... -whimpers- please don't hurt me for what i've done.

* * *

The Riddlyr

Chapter Twelve

The sharp slap of bare feet on wet concrete cut through the night, soon followed by the clunk of steel-toed boots. A dark flash bolted past a line of chain-linked fences, the ground still damp from that nights rain, the sky still layered with clouds. A thump sounded from behind as a bulky black form rattled nimbly over the unstable fence, jumping from the top and landing lithely on its feet.

The Eraser who had jumped from the fence crouched low to the ground, his keen ears perked for any sound. The vacant parking lot was silence; the heavy air accompanied only by the dripping of a pipe-drain hanging loosely from the side of a building.

With an audible sigh, the Eraser got to his feet, running a pawed hand through his hair. He tilted his head back to look at the clouded sky, a small smile tugging at his marred lips.

The kid had made it.

By God, he'd actually escaped.

The chain-linked fence rattled once more as three other Eraser clattered to halt on the other side, their jaws split wide as they gasped for air. "Well?" one of them snapped, his brow knitted together as if in pain.

"He got away…"

The Eraser snarled, slamming his fist against the fence and flinching as the skin on his knuckles scraped away, beads of blood collecting on the raw flesh. "Damn it," he gasped, bending over to place his hands on his knees, "Jeb's gonna kill us. This is the first time a Pup has actually escaped…"

Hidden in a muddy ditch across the parking lot, sharp ears listened to every word, a slick smile spreading across a sickeningly wolfish face as the four Erasers vaulted back over the fence and disappeared into the night. The grin disappeared, replaced now with concentration as the escaped Pup peered over the side of the ditch.

Not a single thing moved.

The Pup sprang to his feet, sheer joy shining in his quicksilver eyes. The Erasers were gone. Itex had given up! A balloon of excitement swelled in his chest as he let out a sharp bark of laughter, taking off at a brisk sprint along the side of the bank. Every smell was wonderful. Every sight was clear. Every noise sharpened. Every feeling as raw as if he were feeling it for the first time!

The gravel crunched under his feet as the Pup rattled his hand along the chain-linked fence. The moon glowered down at him from atop her starry throne, making his blood pump fast and his heart pulse quickly. This was freedom. This is what he was destined for.

This is what Memorandum deserved…

* * *

"Hey."

Max jumped, her nerves frayed from the unexpected encounter with Angel. She twisted around from where she sat at the lip of the stage, expecting to find Rail or another soldier there to attempt providing a comfort no one could supply. She was surprised to see Nero…standing with his hands tucked in his pocket, a slight look of nervousness in his eyes.

"What?" Max asked, surprised at how sharp it came out. The brush with her former flock-member must have affected her more than she thought. She shook her head, taking a deep breath and turning away from him, "Sorry. Is there something you need?"

Nero bit his lip, starting to regret taking Rail up on his offer.

He shrugged, "I…just…kind of wanted to ask you a question."

Max ran a hand over her sore eyes, "Yeah…what?"

Nero bent down to pick up the pistol Max had thrown to the floor, his feet moving on their own accord to stand next to the leader Rail spoke so highly of. He offered her the gun silently, his eyes fixed on a distant point across the theater.

Max slipped the gun into her belt, her jaw aching from being clenched so hard.

"You were happy once," Nero said quietly.

Max stiffened, glancing sideways at the short fledgling standing next to her. She stroked the pistol with her thumb, leaning back to plant her palms on the stage as she swung her feet over the lip. "Yeah?" she muttered, "What makes you say that?"

She flinched at how cold his touch was against her face, tracing a thin line down her cheek as he crouched next to her.

"You have laugh lines," Nero murmured, rocking back on his heels and letting his hand fall back to his side, "you used to smile a lot…but not anymore."

The stage creaked as Nero sat down, his stare focused on his pale hands folded in his lap. Max watched him carefully. The way his back slumped, as if under pressure. The way he swung his feet, far too short to reach the ground. The way his dark hair fell across his blue eyes, hiding something…deep…below the surface.

So much like…

She chomped down hard on her tongue to keep the thought from coming.

"Rail told me about Nudge," Nero whispered, tracing the lines in his palm carefully, "and Angel. Gasman. Iggy…"

He glanced up at her, his eyes sincere, "They were your family, weren't they? And Itex took them away, like they took my father away…"

"Don't…" Max snorted, chomping down harder, "don't talk about them. Rail had no right bringing them up…"

"There was another," Nero interrupted, "that Rail wouldn't tell me about."

"Shut up," Max hissed, sharply getting to her feet.

"I'm sorry," Nero shouted at her retreating back, his wings flaring open as he clumsily lurched to his feet, "but you can't run away! Running won't solve anything, it just…" he clenched his hands into fists, "…it just makes it worse!"

Max paused, her thoughts resting on poor Nudge.

This boy was the last person she talked to…

_You have much sadness in you._

Max turned slowly to face him, her legs as heavy as led. He stood silently, his eyes fixed on her, still waiting…waiting for the answer not even Max had come to terms with. She nodded once, her jaw clenched. When she spoke, it came out as more of a rasp, like sandpaper on stone.

"Fang."

She lowered her eyes to the clenched hands at Nero's side, "His name was Fang."

Nero swallowed hard, a burn creeping up his neck, "Itex took him too?"

Max hesitated, her eyes hard.

"No."

Nero froze, the answer unexpected, "What…then what happened?"

Max turned away again, her wings ruffling as she swayed from one foot to the other, her arms crossed over her chest. A bare tendon stood out in her neck, the sinews of her arms rising to the surface as if she were fighting a great power with her hands. For a while, she didn't move.

Nero ducked his head. He had known all along she wouldn't answer…

"Cancer."

Nero looked up, a sickening feeling spreading in his gut.

Max glared at the floor, as if it were the blame for all her pain.

"He got cancer. I used to live with a doctor…she diagnosed him just after his seventeenth birthday. At first," she took a deep breath, "we thought it was a side effect of the avian gene. Dr. Martinez looked into it, thought she could cure it…but…it was natural. Not a side effect. Just…how things were supposed to be."

Max tapped the toe of her boot against the stage, her stare still fixed on the floor, "It took four months. That's all. We considered chemotherapy, but Dr. Martinez said it wouldn't work. We were different from normal humans; the chemicals would have…just killed him off."

She turned to face him, her face drawn and hard, "I watched him rot away in a bed for four months…every morning I woke up and shook him awake…just to make sure he was still alive. But…one day he just…didn't wake up. We couldn't go to a morgue, they would have freaked. We were the only fledglings back then. So I…me and my family…we dug his grave by ourselves. It was the hardest six feet of my life. After that, it all went downhill. Itex regained power, and my family began dropping like flies. They're all dead now…dead to me at least."

Nero took a deep breath in the silence that followed, his hands shaking as he stared at the floor. He shook his head, trying to make the words sound right.

"I'm sorry."

Max slipped behind the curtain, her last words floating back from the darkness.

"Don't be."

* * *

_Nero was flying._

_His black wings spread wide against the cloud-coated sky, the wind whipping at his face as he turned circles in the air currents. The world below seemed so small now. Insignificant. Unimportant. Just another speck far below him._

_A dark shadow shifted beside him, breaking free from the clouds._

_Nero turned to face him, knowing who it was even before the face cleared the clouds. A shiver ran under his feathers, shaking into his bones and settling across his ribs. The shadow flew silently beside him, his face fixed on some point in the distance that Nero could not see._

_Fang.

* * *

_

"Wake up!"

Nero groaned, trying to shove away the cold hands shaking his shoulder with urgency. Rail's face lurched into focus as he shoved Nero harder, his eyes drenched with panic, a thin trail of blood snaking between his eyebrows.

"Nero, get up!"

Rail pulled him to his feet, his cold arms wrapping around him protectively as the balcony groaned below them. "What?" Nero muttered, the veil of sleep still clinging over his eyes. Rail tightened his grip, his nails digging into Nero's arm as the shouting from below the balcony snapped into focus.

"Erasers," Rail whispered, his voice right next to Nero's ear.

"They found Scribble City."


	13. Chapter Thirteen: Flight and Fright

A/N: my goodness! I kill off most of the flock and you guys are fine with it...but then I kill off Fang and you all FREAK! Ha! I love getting a reaction from you people, it makes me happy. Anyway, you might be surprised at the...well, surprise I have in store for you concerning Fang. There's a bit more to his story than you might have thought but...I'm not going to tell you yet! Bruhahaha! Enjoy Le nexta chapata!

* * *

The Riddlyr

Chapter Thirteen

The balcony lurched suddenly as Max dropped from the sky, her wings unfurled as the air rushed past. The pistol was clutched in her white-knuckled hand, a thin trail of blood snaking down from the cut above her wrist. Her jaw was set firm, her eyes hard as the rattle of gunshots blasted off from below.

"Rail, get Nero out of here," she ordered, wasting no time as the balcony crunched under her weight. In minutes she was gone, simply letting herself fall from the height of the balcony to the floor below.

Nero's stomach lurched as the floor below swam into focus.

The theater was in absolute bedlam. Older fledglings, more than Nero had ever seen gathered at the Base at one time swarmed across the torn up floor, makeshift weapons at hand. Their fists snapped against the jaws of tall black-clad Erasers, teeth shattering as blood spilled across the concrete.

"Rail," Nero shouted, the panic filling in his chest, "I can't fly!"

Rail swore under his breath as the balcony finally gave away.

Nero fell. His stomach dropped as the floor rushed up to meet him. Wondering faintly how long it would take for him to die. Whether it be at the mercy of the concrete floor or the chaos of trampling feet and flying fists below.

A cold arm wrapped around his chest, jerking him up so hard his head snapped back with a sickening pop. The theater spun wildly. A dizzy spin of flying feathers and snapping bones. Rail spread his wings wide against the backdrop of tattered curtains, the updraft pulling them both to the ceiling.

"Hold on!" Rail screamed, pounding his wings downward as the ceiling rushed to meet them. The rotted wood shattered with a bone-jarring crunch, raining maggot-eaten boards down to the chaos of the floor below. The theater fell away, opening up instead to a wide night sky spotted with stars.

Nero hung limply from Rail's arms, his eyes swimming from the sudden snap, his neck aching as the ground fell farther and farther away. It took a minute for it to sink in…until the city lay sprawled out before them like a ragged road map.

"We're too high!"

Rail grunted, pumping his wings harder as his arms strained to hold both their weight. Nero was unable to blink as he stared at the ground hundreds of feet below. His ears popped as the clouds swallowed them up, moisture clinging to his shirt and hair.

"Rail," Nero moaned, kicking his feet in an attempt to adjust for a better grip. His ratted sneaker slipped away, spinning through the sky like a skipping stone spins across water. Nero watched it drop in mute terror, his eyes smarting at the cold.

"Going down," Rail warned, his grip tightening.

For a moment it was as if gravity failed to exist.

The clouds rushed by so fast that Nero was drenched in seconds, his clothes billowing in the wind as Rail pulled his wings shut and let them both drop. By instinct, Nero tried to spread his own wings, a scream finally escaping his lips as they snagged against Rail's chest, refusing to open any farther.

Their drop smoothed out slowly, sweeping down into a wide arch as Rail slowly spread his wing for purchase. The night grew warmer as they neared the ground, the branches of city trees brushing Nero's feet as they finally hovered to a stop, dropping suddenly the last several feet to the grass.

Nero's knees buckled underneath him, his face slamming into the ground as the smell of dew-drenched grass filled his nose. Rail was on his feet in seconds, his eyes sweeping across the abandoned park in which they had landed, his body tense as he crouched down.

"You okay?"

Nero glared at him, "Like hell…I'm okay," he gasped, the breath tearing from his throat in ragged snatches, "you just dropped me…several hundred feet…and I have no idea…how to fly!"

Rail shook his head, "About that…man, your half _bird_ and you never learned to fly? Come on, how dumb can you get?"

Nero shoved him away, carefully pulling himself to his knees, "It's _illegal._ I can't just go prancing around by back yard throwing myself at the sky and hoping something comes from it!"

They collapsed into breathless silence, the night around them creaking with macabre noises. Nero knotted his fingers through the grass, tearing up a big clump and throwing it as far as he could just to get rid of the pent up anxiety building in his gut.

"Who were they?" Rail shook his head, "Not normal Erasers. Probably…Dealers?"

"Dealers?" Nero's stomach dropped, "Like…steal the children Dealers?" Rail nodded, still trying to catch his breath. "What were _they_ doing in Scribble City?"

Nero sprang to his feet as a snippy voice snaked out of the bushes.

"Looking for _you_ most likely." A small shadow rolled away from the leaves. Clearly just a child. And clearly…an Eraser.

The Eraser Pup sprang to his feet, planting his hands on his hips and grinning at them with pointed teeth. His ragged hair and dirt-streaked face suggested he'd been hiding there for some time. A long tear in his shirt revealed the razor-thin line of an old cut across his chest. He jerked his head back in the general direction of Scribble City.

"Obviously you don't get out much," he slipped a piece of paper from his pocket, holding it out to them with a clawed hand, "take a look."

Rail shoved Nero back; "Stay away," he snarled, his eyes hard.

The Eraser Pup held his hands up in mock surrender, clearly not intimidated by Rail's warning, "Hey, come on! I get it…I'm an Eraser…you're a fledgling. Ancient conflict right? Phew! Like I care about that crap? I may be an Eraser, but that doesn't mean I _am_ and Eraser, get it?"

Rail's tensed shoulders slowly relaxed, his eyes still narrowed with doubt.

The Eraser Pup stuck out his hand, "I'm Memorandum. Call me Memo, right?"

Memo dropped his hand after a minute of tense silence. He shrugged, "Fine. But trust me," he held out the paper again, "you're going to want to see this."

Rail snatched the paper from Memo's hand, unfolding the thick sheet without taking his eyes off the Pup. He glanced down at the printed script, his eyes growing wide as a muscle in his jaw clenched tightly. Memo smirked at him, rubbing the toe of his shoe against the back of his jeans, "Told ya."

"What?" Nero asked, staring up at Rail's shocked expression.

He didn't answer.

"What is it?" Nero said louder, snatching the paper from Rail's frozen hands.

The paper was a flyer. A flyer with an old school mug shot of Nero Riddlyr, and a printed contract for his capture…or death.

Nero let the paper fall to the ground, flipping random circles in the breeze.

"I'd run if I were you…" Memo mused quietly.

"Why?" Rail snapped, frayed at the sudden burst of news.

Memo nodded off into the night, "Dealers are coming…fast. What…did you really think that after years of watching the Riddlyr and tracking him for weeks they'd let him go this easily?" He grinned wickedly, his eyes flashing, "I guess you are as dumb as you look."

With a sharp bark of laughter, Memo sprinted off. And seconds later, his laughter was replaced with the pounding of feet. Heavy feet. Eraser feet.

Rail let loose a long string of curse words, his hand tightening on Nero's shoulder as he steered him through the dark trees. "Rail," Nero gasped, his bare foot snagging against fallen braches, "We can't out run them."

"I know," Rail muttered, his brow knotted.

He stopped suddenly, jerking Nero to a shaky halt. "Nero," Rail said quietly, his eyes fixed into the darkness where the Dealers sharp voices could now be heard, "no matter what happens…stay behind me. I'll protect you, I promise!"

The first Dealer burst from the trees before Rail had finished speaking, trails of saliva spinning wildly from his split jaws, an inhuman bellow tearing from his throat. Rail sprang forward a second later, his wings flaring open as the Eraser ducked low, swinging its massive paws for his legs.

Rail jumped at the last second, his feet crashing down on the Dealers back with a sharp crack, splitting the Erasers spine and sending him pounding to the ground.

Nero flinched, the blood pounding in his ears as he crouched low to the ground, not trusting his feet to keep him up as two more Erasers erupted from the trees.

Rail cupped his hands and slammed them roughly over the first Dealers ears, a pain-riddled howl tearing from the Eraser's lips as he ground his head against a tree in an attempt to stop the pain. He fell to the ground like a dead thing, his chest heaving as he panted for air.

Rail flashed Nero a quick grin as he dodged the second Dealers first swipe. His former cockiness returning as the battle plowed on. The grassy ground churned beneath their feet, raining clumps of dirt and rocks into the air as they danced around each other. Almost poetic.

Nero pushed himself farther back into the bush, crossing his fingers and biting down hard on his lip. Maybe Rail would make it after all. Maybe they would escape, find Max, get a new base, save his father…

A burning hand wrapped suddenly around Nero's mouth, choking him as he was jerked backwards to the other side of the bush. Boiling breath rolled across the back of his neck, needle-sharp points digging into his skin as the Dealer who had snuck up from behind wrapped his rock hard arms around him.

"Gotcha," the Dealer rasped, his teeth inches from Nero's face.

Nero panicked, stomping down hard on the Dealer's pawed foot and jerking his wings open. The Dealer stumbled back, surprised more than hurt as Nero bolted back into the cover of the leaves. For a moment the Dealer just stood there, his eyes confused as he watched the once captured prey sprint for the trees.

"Dammit!" the Dealer roared, tearing passed the bush.

The Eraser was faster than Nero thought. In moments he overtook him, slamming his concrete shoulder into Nero's back and sending him crashing to the ground. The Dealer pressed his heavy boot against Nero's chest, pinning him to the ground as he shook a small piece of white cloth from his vest pocket.

"Rail!"

Darkness came almost instantly as the Eraser pressed the cloth over Nero's mouth a nose. A sweet scent spilling down his throat as he sunk into the dark waters of unconsciousness. The leaves rustled all around him, whispering as the Dealer slung the smaller-than-average fledgling over his shoulder.

_Riddlyr. Riddlyr. Riddlyr._

Nero watched through slitted eyes as Rail's fleeting figure brushed farther away.

_Rail…you promised…_


	14. Chapter Fourteen: Captured

A/N: I am SOOOOO sorry. This basically took me...for FREAKIN' EVAH! -sigh- Eh, at least I got it up. Please...enjoy!

* * *

The Riddlyr

Chapter Fourteen

_Nero stared out across the black ocean. His eyes sweeping the churning surface for…something. Something he was supposed to find. Something important. The thought of exactly what 'it' was evaded him, his mind captivated by the dancing water. He skimmed his bare foot across the surface, goosebumps riddling his arm as his skin turned icy._

_The ocean was so peaceful. Like a giant hearth-fire, calm and reposed, waiting patiently for you to come home just so it could warm you. The sky was blanketed with clouds the color of bruised skin. Each one bursting at the seam with unspent rainwater._

_Nero frowned, sinking his foot farther into the water. It felt so good…to just sink. The water lapped at his waist, quickly rising to his neck as he slipped off the protection of his perching-rock, the hole in his stomach screaming. Something was wrong. Something was missing._

_Riddlyr…_

_Nero glanced around, catching the slightest glimpse of the black shadow sitting calmly on his rock before the water sucked him under. The shadow watched from above the surface, his drawn face coated was sorrow as the fledgling below him drowned. _

_The ocean churned for several seconds, and then the water fell still…_

_The shadow dipped his head, his hands tightening into white-knuckled fists at his side, pressing tightly against the rock. His folded black wings tugged in the wind, casting ebony feathers across the surface of the water. Ashen diamonds floating on the dark clouds._

_Fang…

* * *

_

"Hey…"

Nero took a shuddering breath, his eyes closed against the darkness as a soft voice prodded him from his sleep.

"Nero…please wake up."

A scarred face swam into focus.

"Mary?" the words scraped painfully from Nero's throat.

The burnt fledgling smiled warmly, her eyes glistening with unshed tears as she crossed her legs underneath her, "I thought you would never wake up," she whispered, her voice echoing in the unseen surroundings, "it scared us."

Nero propped himself up on his knee, the blood pounding against his head painfully as he ground the heel of his hand into his eye. Suddenly…they were everywhere. Fledglings from Scribble City, their dirty faces cast in a dim light as they looked down at him.

"Us?"

Mary nodded, picking at the loose threads on her pants, "Everyone from Scribble City is here. Except the ones that got away, and…well, the ones that…didn't make it."

The world lurched suddenly as Nero leaned back, the crown of his head smacking smartly into a hard surface. He ran his hand over the torn skin under his scalp, twisting around slowly to look at what he'd bumped into.

It was a wall.

He looked past the circle of fledglings all around him, his eyes watering as they strained in the dark. They were in a room. A big, dark, stone room with a large rusted metal door…and no windows. The only light came from a stub of a candle propped up by its own melted wax in the corner.

"Mary…where are we?"

Mary bowed her head, a look of sudden worry crossing her face, "Um…Itex…I think? I-I don't know…it all happened so fast. I mean, one minute we were having dinner and the next…the whole place was swarming with Erasers…I don't know how they found us."

"Itex," Nero whispered, more to himself than anyone, a chill creeping up his spine. A movement in the shadows caught his attention, drawing his gaze away from Mary's deformed face. Aside from the group of gathered Scribble City fledglings…another group had formed in the farthest corner.

"Erasers," Mary breathed, following his gaze, "Itex put them in here too. I think some of them might have broken the law. The jail-keepers treat them just as badly as they treat us."

Nero forced himself to his feet, the circle of fledglings stepping back as he swayed. The group of Erasers in the corner turned their gaze to him, their lamp-yellow eyes not blinking in the dim light. Mary slid to her feet beside Nero, slipping her fingers into a smaller fledglings hand beside her.

"They know who you are," she said bluntly, "they've been waiting for you too."

A smaller form detached itself from the Eraser group, loping easily across the small room. As his face came into focus, Nero almost smiled.

"Memo?"

The Eraser Pup nodded once, his jaw set hard, "Yeah. They caught up to me too…uh…how…how's your head?"

"Fine," Nero lied, "are you okay?"

Memo nodded slowly, his wary eyes sliding over the group of young fledglings who had gathered closer. "Listen," he said curtly, running a clawed hand across the back of his head, "I know it's weird…fledglings and Erasers together…but," he sighed, planting his hands on his hips, "can I talk to you…alone?"

* * *

Rail pounded through the trees, his split knuckles sending streams of blood down his arms. The abandoned park flew passed him, a blur as he pumped his arms harder, willing himself to keep running.

"Nero!"

His own voice echoed back to him.

Rail skidded to a stop, his breath coming in sharp pants as he spun around, "Nero!" The forest around him stayed silent, his own breathing the only sound in his ears. Rail fastened his hands behind his head, breathing heavily as his thoughts spun.

Nero had been _right there_.

Rail had only looked away for a few seconds!

Now he was gone…

"Nero!"

A crashing came from the forest as a dark shape shot from the trees.

Rail dropped into a defensive crouch, ready to snap a punch and take off if necessary. The figure immediately ran into him, a pair of steely arms wrapping around his shoulders and squeezing tight.

"Rail," Max gasped, pulling him away to arms length.

"Jesus, Max," Rail swore, shoving her away, "don't do that!"

Max spun around on the spot, her eyes turning hard, "Where's Nero?"

Rail threw his hands into the sky, his throat constricting, "I don't know."

* * *

Memo scuffed his boot against the wall, his eyes fixed firmly on the floor. They had repositioned themselves to the middle of the room where neither the Erasers or the fledglings could hear them…though both groups didn't take their eyes away.

Nero nodded sharply to the Erasers in the corner, "Why are they here?"

Memo snorted, his voice suddenly turning bitter, "That's the problem with you fledglings, you think you're the only ones who've been treated badly by Itex? Listen…I get why you hate my kind, but don't judge us until you've heard our side of the story, okay?"

Memo kicked hard at a small pebble, shoving his hands into his pockets, "A long time ago…when Erasers were still new…Itex decided they had too much free will in them. It's kind of like…they were _hoping_ that the animal inside would rule over the human…only sometimes it didn't work out that way."

Nero leaned hard against the wall, his head still buzzing from the sleeping drug. It felt strange…sitting in a cell God-knows-where talking casually about the history of the Erasers with a small Pup. Still…somehow Nero knew Memo was right. He couldn't judge the Erasers until he knew for sure…exactly what had happened to them.

"Each year," Memo continued, "more and more Erasers would resort back to the human instincts inside them. They would become caring…softer…less violent. Exactly the opposite of what Itex wanted them to be. So…Itex did what they do best…they created a pill."

The hairs on the back of Nero's neck stood up.

This was starting to sound familiar.

Memo took a deep breath, "Yes. Like the Alter Pill…only the Alter Pill was designed to lessen the aspects of the user…our pill…the Modifier…was made to strengthen the user. It made us quicker, stronger, better…yet it also did something a lot of us would have objected to if we knew."

He stared at the group of Erasers in the corner, "It changed how we think. Made us…angry. More violent. Programmed to hate fledglings…to become exactly what Itex needed. Us…the ones down here in the cells…we were immune to the Modifier. We were failures…so they stuck us down here, and forgot we existed."

Nero closed his eyes, leaning farther into the wall and letting a deep breath enter his lungs. It made sense now. Why the Erasers hated them so much…it wasn't their choice. Just like it wasn't the fledgling's choice to take the Alter Pill.

Itex forced what they wanted.

"Why does Itex want me?" Nero asked quietly, suddenly feeling very tired.

Memo shrugged, "Do you want to hang around to find out?"

"No," Nero mused, the darkness behind his closed eyes welcoming.

Memo took a sharp breath, suddenly speaking very quickly, "So, I know it's weird…the thought of Erasers and fledglings working together, but we've been thinking…me and the other Erasers. It's like this…we're not strong enough. We're still _human_. And…we need your help."

Nero's eyes snapped open, goosebumps springing out across his arms as he spun around to face the darkness. Memo jumped at his sudden movement, halfway dropping into a crouch as a dark figure detached itself from the wall.

"I couldn't agree more," a soft voice whispered, stepping carefully into the light.

"You," Nero breathed, his pulse quickening, "I know you…"


	15. Chapter Fifteen: Gone

A/N: Oh my God! This is the longest it has ever taken me to update! Jeeze...how many days was it...I can't even count. Anyway, i'm sorry for the wait, but finals were a big pain in my butt and it's up and running now to BE HAPPY!

* * *

The Riddlyr

Chapter Fifteen

Rail kicked at the loose gravel of the parkway path, his face set in a scowl as he followed Max's retreating back into the darkness. Max winced as one of the pebbles knocked against the back of her calf, making her stop and turn to face Rail sharply.

"Would you stop moping," she snapped, continuing her angry stalk into the night, "we'll get him back, okay?"

Rail snorted, kicking harder, "Yeah, great Max, you're really reassuring."

"I said we'll get him back," Max growled, "_we'll get him back_."

Rail stopped abruptly, his hands curling into tight fists, "Us and what army, Max? Just how many fledglings made it out of Scribble City?"

Max took a deep breath, slowly turning to face him once more, "About…twenty."

A hollow crack sounded through the park as Rail slammed his fist into a nearby pole, his face contorting in pain as the skin split. Max sprang forward, fastening her hand around Rail's jaw and forcing his head in her direction.

"You listen to me," she hissed, her eyes hard as Rail gritted his teeth, trying to pull away, "I say we're getting Nero back…then we're getting him back, understand? I don't care if there's only twenty of us and a hundred of them!"

Rail jerked away, hot tears springing into his eyes.

Max threw her hands in the air, "What the hell is wrong with you…"

"I promised!" Rail screamed, pounding his fist into the post, "You just don't get it, do you Max? I _promised_ him I'd keep him safe! I promised…" his voice faded as he slowly sank to his knees in the gravel, his face buried in his hands, "…I promised him I'd keep him safe…and I couldn't do it."

Max shifted awkwardly from one foot to the other, her fingertip tracing the etchings on her pistol, "I think…" she tilted her head to look at the rising sun, "…I think he'd forgive you."

Rail stared down at his hands as the blood welled up from the scrapes, his throat constricting as his vision blurred. "What are his chances," he asked quietly, "…of surviving?"

A frown tugged at the edges of Max's lips, "About…one in a hundred."

Rail was quiet for several seconds, and then he nodded, slowly getting to his feet.

"Then there's still a chance."

* * *

Nero stared silently at the shadowed figure before him, his stomach churning at the impossibility of it. "You're supposed to be dead…" Fang leaned his lanky body against the wall, a shadow of a smile on his lips, "So you do know me…unexpected."

Memo growled from deep in his throat, the hairs on the back of his neck bristling as he arched his back in the darkness, "Who the hell are you?"

Fang held a pale hand up as if to calm him, his eyes lidded in the half-light, "No need to be hostile. I thought you wanted Erasers and fledglings to work together…right?"

Memo's eyes narrowed as the muscles in his shoulders relaxed, "I've never seen you before…how long have you been here?"

Fang dropped his stare to the floor, running his hand through his hair, "Too long."

A loud clang from the other side of the room drew Nero's attention away from Max's presumed-dead flock member. The rusted door had finally cracked open, letting in a blinding stream of light that made most people in the room flinch and look away. A dark cloth bag was dropped to the floor by an unseen figure, and the door shut once more.

Memo's ears perked, his eyes brightening, "Food…it's about time."

Fang nodded toward the door, his dark eyes on Nero, "Hungry?"

Nero shook his head, watching queasily as Memo and the other Erasers flocked around the black bag. The fledglings hung back, eyeing the sack critically as the Eraser's tore it open.

Fang nodded once, "Good. That gives us time to talk."

He turned on his heels, retreating slowly back into the shadows of his corner. Nero followed closely; noticing how each step Fang took was carefully measured…as if walking was a great pain.

"Do you know who I am?" Nero asked.

"Everyone knows who you are," Fang muttered, "the only fledgling that was able to trick the Alter Pill. They call you Riddlyr, am I mistaken?"

"I prefer Nero."

Fang leaned back into the corner, slowly sliding to the floor and shifting his shoulders to settle into the space, "Nero? Interesting name. When I was a kid, Nero was a program we used to copy disks."

Nero crouched next to him, "Huh?"

Fang shook his head, "Never mind. Explain…how do you know _me_?"

Nero watched the fledglings carefully maneuver their way into the ranks of Erasers to get their share of food; small faces wide with fear as the giant wolf-men tensed around them. After a few minutes the group relaxed, and in no time, Erasers sat calmly beside fledgling children, willingly sharing the food of their jailers.

"Max told me."

Fang looked up sharply, his hand tightening into a fist, "Max…is alive?"

Nero nodded, suddenly feeling afraid of Fang's hard stare; "She's leading the revolution against Itex in Scribble City. She's the one that took me in…kept me safe."

Fang tilted his head back against the wall, an amazed smile spreading across his face, "Yeah…sounds like Max alright. I can't believe…she's alive after all this time…"

The smile faded and his fist returned, "Does she…know I'm alive?"

Nero shook his head, the chill of the dark room finally creeping under his skin, "You died…cancer when you were fifteen. How…how did you get _here_?"

Fang closed his eyes and snorted softly, "Itex has brought people back from the dead before. Don't ask because I don't know. One minute, I was home, and the next…I was here. All that time in-between…just a blank space. All I know is that I've been here for years…a lot of years."

Nero shuffled his wings, the comforting feel of his own feathers brushing across the skin on his back bringing him closer to home than he had ever felt before. He folded his arms across his chest, "She misses you…I can tell."

"And the rest of them…the flock?"

Nero turned away, "Nudge died a few days ago. Iggy…a few years ago. Gasman was killed by Erasers…and Angel left Max to go on her own."

Fang gritted his teeth, staring off into the dark, "So much for being unbreakable."

Nero bit at his lip, running a finger over the mark on his wrist, tracing the familiar stained skin in a repetitive pattern. A thought suddenly occurred to him…

"Fang…you've been here for a while, right?" Nero asked quickly, his pulse racing. Fang nodded warily, folding his hands in his lap. "Then you'd…you'd know if someone passed through here? Someone like my father?"

"Your father…"

"Yes, they took him about two weeks ago. He had brown hair…and wire rimmed glasses…"

"Another Riddlyr?" Fang interrupted, his face drawn.

Nero nodded, the blood pounding in his ears.

"Yeah…" Fang said softly, "they took him through here…"

"Is he still here?" Nero asked urgently, tilting forward on his toes.

Fang turned his head against the wall, his lips forming a thin line as he pressed them tightly together. "Hey, kid…I hate to be the one to tell you this but…you're dad…he's…"

The same loud bang from before cut Fang off in mid-sentence, the large group of mixed Erasers and fledglings gathered around the door scattered. The light from beyond the doorway spilled in, brighter this time, stretching across the room and casting a vertical strip of white on the far wall.

The light was blocked out as a silhouetted shape filled the doorway, the blackened shape of a long-barreled gun held firmly across its chest.

Fang stiffened against the wall, his dark eyes widening as the figure in the doorway stepped firmly into the room. Nero pressed his back against the wall, the chill under his skin sinking farther to his bones.

It was an Eraser.

Or…more than an Eraser.

It was a Dealer.

"Dammit," Fang breathed, carefully shifting to a crouch next to Nero, his lips pulling back into a grimace, "Dealer…which means…" he trailed off, turning his dark eyes to Nero's drawn face.

"Stay behind me, Nero…I'll protect you."

The Dealer snarled as Fang shoved Nero behind him, his clawed hands tightening across the black-metal gun as he took another large step forward. His voice ground from his throat like sandpaper on rocks. Swelling out of his chest and echoing across the dark room.

"Come along little Riddlyr…your operation is long overdue…"


	16. Chapter Sixteen: Jeb Batchelder

A/N: I decided to do another quick update to make up for the long wait last time. I'm glad you guys enjoyed Fang's 'resurrection'...but I hate to say there's more to the story than that. I know alot of questions are poppin' up all over the place but they will all be answered!

* * *

The Riddlyr

Chapter Sixteen

The Dealer's steel tipped boots cracked the pebbles that lay in his path, the gun in his hand glinting dully in the half-light. Erasers and fledglings fled against the walls, their eyes wary as they watched the heavy Dealer's slow progress from the doorway.

"Get back," Fang growled, his voice the only sound in the silence.

The Dealer shook his head, almost looking amused as he shifted the gun to his other hand, "Orders are orders…I'm just doing my job."

The barrel of the gun swung through the air in a blur, the tip suddenly pointed directly at Fang's chest. The Dealer smiled sweetly, "I don't want to hurt you…I'm just here for the kid."

Fang's fingers wrapped around Nero's shirt, pushing him farther away from the stalking Eraser, "Forget it."

The Dealer shrugged, his finger tightening on the trigger, "Very well…"

"Wait!"

Nero shoved Fang's steel grip away, grabbing the barrel of the gun and pushing it as hard as he could, "Don't hurt him…I'll go. Just don't hurt anyone."

For a moment the Dealer paused, as if considering whether or not shooting a bystander was wise, and then dropped the gun to his side, the smile returning to his face. He motioned for Nero to hold his hands out, pulling a pair of thin metal loops from his pocket. The metal loops slipped easily over Nero's skinny wrists, biting into his skin as they tightened like a pair of handcuffs.

"Don't worry about me," Nero stressed, trying to give Fang a reassuring smile. Fang didn't move, his glare still fixed on the Dealer's empty eyes. Memo's eyes flashed from within the group of Erasers gathered in the corner as the Dealer led Nero toward the door. He flashed a wolfish grin and mouthed 'good luck', his clawed hands forming a rough thumps up.

Nero took a deep breath as the Dealer's hand bit into his shoulder, the rusted door squealing violently as it shut behind them.

* * *

Rail sat down hard on the cold concrete, his face still set in a scowl as Max strode to the other side of the makeshift fire that the remaining survivors of Scribble City had thrown together. Twenty pairs of blood-shot eyes watched as Max paced in the firelight, the pistol flashing in her hand.

"Okay," she started, pausing to slip the pistol into her belt, "our numbers are scattered, our defenses are down, our position is exposed…and the enemy is probably watching us as we speak. On the good side…at least we made it out. Which means there's still a chance at us winning the upper hand of his revolution."

The crowd shifted uneasily, soft mummers passing between bent heads.

"We're doomed," one of the younger fledglings moaned, kicking at the ground.

The sound of slapping feet suddenly filled the night. The pistol was in Max's hand in seconds, her white-knuckle grip on the handle trembling slightly as the sound grew closer. The bushes parted…and a pair of white wings rushed forward. Angel threw her arms around Max's shoulders and squeezed her eyes shut, "God, Max…you're okay. I-I came as soon as I heard…is everyone alright?"

Max awkwardly shifted her arms around Angel's back in a loose hug, her brow knitted as the slipped the pistol away once more. "Uh…everything's fine…Angel?" Angel let go, taking several steps back and folding her arms behind her back, staring sheepishly at the ground. "I was worried…I shouldn't have come."

"No!" Max interrupted, her eyes growing wide, "No, that's not it at all. I'm glad…you're here. Its just…things aren't the best right now, you know?"

Angel's eyes swept across the ramshackle crowd, her gaze lingering for several seconds on Rail before she turned back to Max. "They have Nero?"

Max chewed at her lip, nodding once before slowly sinking to sit cross-legged in front of the fire. Angel sat next to her, leaning into her shoulder as if she were six again, her fingers knotting around Max's clenched fist. "We'll get him back…I know we will."

"We?" Max whispered.

Angel nodded into her shoulder, "I'm back…until this ends."

"I'm back for Nero."

* * *

The lights glared down like a desert sun in the white-tiled hallways. Their footsteps echoed hollowly as they passed countless standstill Erasers dutifully on guard, posted at various doors with black numbered nailed into the front. The numbers flashed by in no particular order, the only speck of darkness in the otherwise pure-white world.

Nero shifted uncomfortably under the Dealer's sharp grip, the Eraser's yellowed claws biting through the skin and dabbing spots of crimson blood over his shoulder. The gun clicked as they moved, the only sound besides their footsteps in the suffocating silence.

"You really have no need to be nervous," the Dealer growled, shoving Nero around a sharp corner, "the Doctor is a brilliant man…I'm sure he can help with your…condition. After all, there's a cure for every disease."

Nero gritted his teeth, "We're not a disease."

"So says you."

He stopped abruptly, his large hand completely covering the silvered doorknob set into the door before them. He shifted the gun onto his shoulder and let the door swing open, the light suddenly disappearing as the darkness of the room sucked it away. The Dealer shoved Nero through, following after a quick glance over his shoulder.

Nero squinted in the darkness, his eyes slowly adjusting to reveal a large poorly lit stone-walled room packed with bookshelves and glass bottles. The walls held no window and the floor was cold with sudden updrafts of freezing air. Eraser's stood silently along the walls, their empty eyes staring off into the darkness.

"You've finally came."

Nero surpassed a chill at the soft voice coming from the dark, the steel loops around his wrists finally breaking through the skin and dripping blood onto the otherwise spotless floor. A thin man shuffled into the light, a plastic breathing tube strapped across his face.

"My name is Jeb Batchelder…you must be Nero?"

He chuckled quietly at the untrusting look that crept into Nero's eyes. His wrinkled hands folded delicately across his ribs, a copper ring on his middle finger flashing as he shifted.

"There is no reason to be afraid of me Nero," Jeb whispered, "you see…I need you. Just as you need me. Just as we all need each other…if things are to turn out the way the world intended. The way things are supposed to be. Naturally…"

Nero shook his head, "This isn't natural."

"Oh, but it will be," Jeb assured, "the Angel Virus was a mistake, Nero. A badly timed accident that…as much as I hate to say it…could have ruined everything."

Jeb's hand traveled distractedly over a row of jars on a shelf next to him, his chest rising and falling rapidly as he struggled for breath. Nero focused on the floor, trying not to make eye contact. This was the man that had started Itex all those years ago. This was the man that created the fledglings…created Max.

"Tell me," Jeb breathed, "Nero Riddlyr. Why it is…that your are immune to my pill…when millions of others are not?"

Nero kept silent.

Jeb's hand tightened into a fist, "Tell me!"

"I don't know!" Nero shouted, tears springing into his eyes.

Jeb's lips pulled into a grimace, the furious scowl slowly fading into a sickly smile as his eyes turned hard. The Erasers began to shuffle where they stood, their eyes growing a faint hint of life as Jeb walked the short distance to where Nero stood.

He lifted a frail hand and hesitantly brushed a strand a hair away from Nero's face, a deep hatred burning behind his smile. "You look so much like your father. I used to work with him you know…before he met his sweet wife. It was only for a few weeks but Robert and I…we clicked, you know?"

Nero took a shuddering breath, closing his eyes as Jeb's papery hand traced his jaw; fastening under his chin and forcing him to tilt his head back…to look him in the eyes.

"He screamed when he died," Jeb whispered, his voice inches away.

"Shut up," Nero breathed, "just shut up."

"I wouldn't have to do this you know," Jeb continued, his voice barely a whisper, "if only poor Robert Riddlyr had donated a willing blood sample…none of this would have happened."

Nero pushed his lips into a thin line, the blood pounding against his temples, "What are you trying to do…"

Jeb shrugged, letting his hand drop to his side, "I'm going to create a cure…for your kinds unfortunate…condition. And to complete that cure…I need your immunity. It's the secret ingredient you see, the final strand in the DNA I've been working on for years. My very own virus."

His voice dropped even lower as he leaned in closer.

"A virus that will destroy every last fledgling on earth from the inside out."


	17. Chapter Seventeen: Alter

A/N: this chapter is a bit of a stretch, lots of details but I think you'll all like it. Now celebrating **100 reviews**! You guys _**rock**_! Prepare to be sur-prised! Enjoy!

* * *

The Riddlyr

Chapter Seventeen

Angel woke to the sharp pebbles of the loose gravel pressing into her skin. She dizzily pushed herself onto her elbow, scrubbing the heel of her hand against her eye in an attempt to rub away the sleep. She squinted blearily in the thin light of the campfire at the assembled groups of fledglings, some of which were crouched around the fire and others who remained asleep.

The sky was still blanketed in a coat of stars…

Something was wrong.

Angel pulled herself to her feet, instinctively making a mental sweep of the camp for danger. She hesitated, her brow knitting together as she swept the camp again. Something was definitely wrong. She scoped out Max's hunched figure several yards from the fire, the glint of her spinning pistol shining in the dark.

Angel brushed her fingers over Max's shoulder, crouching next to her with her back to the other fledglings. Max stopped spinning the pistol abruptly and slipped it into her belt, catching Angel's worried expression and leaned in closer.

"Something's wrong," Angel breathed, carefully sorting through the thoughts of the gathered fledglings. Max pressed her lips into a tight line and nodded once, "Can you pin it?"

Angel closed her eyes, taking a deep breath as she took one more scan of the group. The hairs on the back of her neck rose as she came to realization of what it was. Not something that had come to pose as a threat…rather…something missing.

Angel's eyes snapped open.

"Max…Rail's missing."

* * *

The needle bit into Nero's arm, dragging the blood from his veins into the now-stained crimson tube. His head spun as the white room crushed in, choking the breath from his lung as his eyesight narrowed. 

It had been hours.

Hours of being locked in the bare white room disrupted only by the metal vent pounded close to the ceiling. Hours of the door swinging open silently only to reveal the masked face of another white-coat. They came every fifteen minutes…Nero had been counting…and they came only for one thing.

His blood.

Nero knew he should be resisting somehow. He knew that whatever it was Itex wanted…they were getting it. He should fight back…but his arms were like led and his head spun as yet another shot of blood was drawn.

This wasn't healthy.

Finally they stopped coming, and the room fell silent once more.

Nero pressed himself into a far corner, the soft white clothes the white-coats had given him made his skin crawl. The fluorescent light hummed overhead, watching quietly as he pressed his burning forehead against the cold tile in search of relief. The skin on his arms danced and shivered, twitching involuntarily with a mind of its own.

Nero tilted his head slightly.

The skin under his arms was riddled with pinpricks of red.

Holes where blood had been drawn and left to flow.

A wave of head washed over him as Nero slid to the floor, hugging his knees to his chest and closing his eyes against the blinding lights. It wasn't until a grayish shadow fell over him that he realized the door had opened…and someone was in the room with him.

The breathing tube had been removed, but the cold hatred in his eyes remained.

"We have what we want," Jeb said bluntly, "we're through with you."

Nero took a shuddering breath, trying to focus on the tiles, the ceiling, the vent…anything but the cruel spinning face above him. He bit hard on his tongue, the blood from his arms smudging the tile pink.

"Tell me, Nero," Jeb said quietly, crouching until he was almost at eye-level, "shall you meet the same fate as your father?" A sickly smile spread across his face, "No…I think not. I like you, Nero Riddlyr. You appealed to my good side…so I'll let you live. Even better…you shall be cured."

Nero screwed his eyes shut to block of the burst of pain behind his skull, "I'm not a disease…I can't be cured," he rasped, a burning sweat breaking out across his back.

Jeb shook his head like a parent scolding a naughty child, "Isn't that what you've always wanted though? Didn't it just _torture_ you to see your friends grow as normal civilians…while you rotted away as nothing more than a fledgling?"

He carefully got to his feet, his old bones creaking as he straightened his back, "You've worn the brand of the pre-operation for years, Nero. It's time that brand was removed. It's true that the Alter Pill does not work properly for your blood-type…though I must admit the Alter Pill itself has nothing to do with the actual operation. At most…it makes the removal…less painful."

His smile returned, "But I have a feeling you wouldn't mind the pain, yes?"

Nero heard the door click shut before he even registered that Jeb had left. He shoved the crests of his knuckle between his teeth and bit down hard, anything to distract him from the ragged hole in his stomach. Everything was over now.

They'd killed his father.

They'd taken what they wanted from him.

Now…they were going to destroy everyone like him.

The walls tilted in as the world was sucked into darkness.

* * *

Jeb folded his wrinkled hands in front of him on the cold steel table, his hard eyes scrutinizing the under-sized fledgling curled on the floor in the next room. He ran a finger over the mirrored glass and tilted his head to glance at the countless tubes of blood next to his hand. 

A smooth smile formed over his lips.

"Sir," a yearling Eraser broke through Jeb's thoughts, "what are we supposed to do with him?" He jerked his wolfish head to the glass, a glint of excitement behind his eyes. Jeb dropped his finger from the glass and snatched up one of the tubes, watching the content slosh around thoughtfully.

"He's not to be killed," Jeb ordered, watching with amusement as the excitement left the Eraser's eyes, "but…he is to be changed. Prepare an operation room…the Riddlyr's alteration has been long overdue."

* * *

_Three hours later_-- 

Rail braced his feet against the cold metal of the inner heater vents, his muscles screaming as he silenced himself for the thousandth time. Below, a group of Erasers and several white-coats shambled by, their blurred figures barely recognizable through the tight mesh vent openings.

The group walked out of sight and Rail let the breath he'd been holding go.

He felt bad about not telling Max where he'd been going…but he knew she would have objected and scolded and given him a long lecture about the importance of safety in tight situations. Rail rolled his eyes and planted his elbows against the metal, dutifully dragging himself along the vent.

If Itex had wanted Nero so badly, they wouldn't hesitate to begin whatever it was they needed him for. If Nero was to leave the walls of Itex alive…it would have to be soon.

A tight bend in the pipe brought Rail to a dead end. Unable to turn either way he tried to wiggle backwards and look for a different route…only to find himself stuck fast in the dark vent.

"Dammit," Rail muttered, pressing his forehead against the metal.

A strand of light caught his eye for a split second, and then it blinked out. Rail twisted his head around to glance at the dark void next to his elbow. He squinted in the dim light; finally catching sight of the wide vent-flap he'd missed the first time.

Rail pounded his elbow against the flap, his lungs screaming for fresh air. He silently cursed himself as the vent fell off easier than expected and clattered out of sight. He screwed his eyes shut and waited for the wail of sirens…

Silence.

Sending a silent prayer of relief to God…if there was one…Rail slid forward as far as he could and maneuvered his feet through the vent. He carefully slid his body down, feeling the skin under his torn pant leg make contact with cold tile. He dangled for several seconds, the edge of the vent cutting into his chest.

Rail gritted his teeth hard and let go, the vent edge tearing off a good chunk of skin as he fell for several feet. His feet made contact with hard floor and his legs buckled underneath him, his knees slamming hard into the tiled floor.

Rail sucked in a sharp breath, squeezing his eyes shut and waiting for the tear of Eraser teeth at the back of his neck. Again, silence…

He let his eyes slide open slowly, taking stock of the room he'd dropped into.

Everything was white.

Everything except the small hunched form in the corner.

"Nero…" Rail breathed, scrambling to his feet.

Nero sat with his back pressed into the corner, his knees drawn up to his chest and his back as straight as a pole. The white shirt he wore was slightly stained with blood, and the skin across his arms bore angry red marks.

The flood of relief that began to spill across Rail's chest froze.

Something was wrong.

Nero stared at him blankly, his wide blue eyes unblinking in the harsh light.

Rail pressed a hand over his mouth to stop the string of choice swear words spilling from his throat, he took several steps backward until his wings brushed the wall. "My God…" Rail breathed, his stomach churning, "…Nero…your wings…"

Nero hunched his shoulders, revealing the smooth skin of his back…a back without wings. He blinked slowly, turning his head to face Rail as if he's just noticed him standing there. Nero lolled his head to one side, his eyes watering as his body begged him to blink.

"Who…are you?"


	18. Chapter Eighteen: Memories

A/N: this is a bit more of a preperation chapter so stick with me and i'll stir up action later on. I know i've been a bit lax on the whole 'Fang' thing for a while too (meaning i haven't mentioned him) but he'll come again in the next chapter so nobody freak out...or throw rocks. Because if you throw something, I gaurantee that it will hit me in the face...it's weird, it's like i have a magnet in my face that everything airborn is immediantly attracted to...so NO THROWING! Enjoy the chapter!

* * *

The Riddlyr

Chapter Eighteen

Max pressed the heel of her hand against her forehead, slowly closing her eyes and taking a deep breath. "How long has he been gone?" she muttered, working her jaw in an attempt to bite back her rising panic.

Angel sat down hard next to Max, her hair tangled, "I don't know…I just woke up and something felt wrong. It took me several minutes to catch on…"

"We have to find him," Max said suddenly, pulling herself to her feet, "knowing him…he probably got impatient and went to Itex alone. If we're quick, we can catch him on the way and talk him out of it."

"And if we're not quick?" Angel questioned, carefully getting to her feet.

Max hesitated, her eyes sweeping across the last of her fledgling army gathered on the gravel above Scribble City. She slid the pistol out of her belt and ran her finger along its icy barrel, "If we're not quick…then he'll have as much a chance of survival as Nero has."

"How much of a chance does Nero have?" Angel pressed, frustrated by Max's vagueness. Max turned away, busying herself by pulling a ruffled pack from beside the fire and stuffing it with bandages. Angel forced herself to stay patient, and gently laid her hand on Max's shoulder.

"What are they're chances?"

Max shrugged her hand off, slinging the pack over her shoulder, "Not good."

Angel snatched up a flashlight from the pile, "I'm coming with."

Max froze, spinning around to face her, "No you're not! I need someone to stay here and keep watch…besides it's too dangerous and you might get hurt or worse…"

"Killed?" Angel interrupted, her eyes growing hard, "is that what you were going to say, Max? Killed? My _brother_ was killed, okay? I don't plan on sharing his fate. I left your little army out of fear that one day it would become inevitable but I'm older now and I know that it can be avoided."

Angel shook her head, her grip tightening on the flashlight, "I'm not afraid to die anymore…I'm coming with you."

* * *

The door slid open almost silently, sending a shiver down Rail's back as he spun around to face the four Erasers now standing silently behind him. He dropped into a half crouch, only now realizing how stupid he'd been to fall right into their trap. The Erasers stayed still, their lamp-yellow eyes burning with hatred as they restrained themselves from launching headfirst at the fledgling before them.

An old man stood at their center, his eyes fixed on a point beyond Rail as he folded his hands behind his back. "A man once said," he mused, shifting his stare to Nero's hunched body, "that Itex is like a porcupine quill. It's surprisingly easy to get inside…but a real pain to get out."

He smiled, cocking his head to one side, "Do you really think you're the first to try and break into Itex? That's fairly foolish thought, Rail. I expected more from you."

"You…" Rail breathed, backing farther against the wall, "you know my name?"

The man nodded, almost looking sad, "At first I didn't think breaking into Nero's memories was the best idea…it's been known to drive people crazy before. Yet…there was something bothering me about the way Nero acted…like he was hiding something."

He shook his head and took the few steps to the far side of the room, planting his hand on Nero's shoulder and crouching down to his level. Nero stared as if he could see right through him, his unblinking sight fixed on some point that Rail couldn't see.

Jeb traced his finger across Nero's forehead, a frown tugging at his lips, "I suppose there might be some long-term damage…but I think he'll snap out of it in a while. His…condition is not uncommon to those who have recently had their memory wiped."

Rail bristled, his blood boiling beneath his chest as his fingers curled into fists at his side. The Eraser's tensed, sensing his discomfort as his eyes narrowed.

"What the hell did you do to him?" Rail hissed.

Jeb's eyes slid to Rail's burning face, his hand dropping away from Nero's forehead. He carefully got to his feet, looking very much like a frail old man as he turned his palms to the ceiling.

"I fixed him."

A wild cry tore from Rail's throat as he launched himself forward, hands outstretched to wrap around the man's neck and choke the life out of him. A searing pain cut across the back of his shoulders and the world tilted horribly. His face hit the tile floor before he knew what hit him, the thin taste of blood spilling into this mouth as he struggled to breath.

Jeb stared down at him with his hands behind his back, his eyes half-lidded in the white light of the small room. He brushed his hand over his face and took a deep breath, "Foolish, foolish child…don't you know I always get what I want?"

* * *

Nero wrapped his fingers around the loose threads in the cuff of his pants, watching silently as the half-blurred shapes moved around the room beside him. He pressed his head against the tile as the figures silently left, a limp body held between two of them.

He closed his eyes as the peace of the white room was restored.

A pain shot across his back as he leaned farther into the wall, his skin crawling at the coldness of the tile. He flinched, sleepily leaning forward to ease the pain, his palms planted against the floor for balance.

_The cold sea snapped at his ankles as he crept under the waves, goosebumps snaking up his arms as the black winged shadow watched from a high rock._

Nero coughed and shook his head, desperate to push away the memory. After he'd left the operating room, his mind had been a blank slate. No pain, no worries, no fear…just safety. He didn't want the memories to return, because most of them brought pain…

_The bits of mirror littered the floor, smiling up at him mockingly. Each tiny piece reflecting back…just to show him how much of a freak he was. A million Nero's patterned the carpet. A million blood shot eyes. A million bruises and cuts…_

He flinched as the pain rushed in, staining his blank slate with spots of blood from the children's fists as they punched down. Nero hugged his knees to his chest, screwing his eyes shut tightly. He didn't want to remember. He didn't want the pain…

_Nero rolled onto his stomach, stretching his wings out as far as he dared. Robert rubbed his hand across the space between Nero's shoulder blades, sliding his glasses back on firmly._ _"You gonna be okay?" he whispered._

Nero slammed his fist against the tiled wall, a jarring crack pounding through the room as blood snaked down his arm. "Shut up!" Nero screamed, punching the wall again, harder this time, welcoming the flow of blood that followed. "Just shut up!"

_You have much sadness in you…_

_You were happy once…_

_That's the problem with you fledglings, you think you're the only ones who've been treated badly by Itex?_

_You look so much like your father. I used to work with him you know…before he met his sweet wife. It was only for a few weeks but Robert and I…we clicked, you know?_

_He screamed when he died… _

Nero stared down at his bloodied knuckles, finally letting the rush of memories wash over him. Itex hadn't erased them…simply hidden them. Locked away into a place he was never supposed to find. Yet…

Nero was different.

The Alter Pill didn't affect him.

He was immune.

Itex couldn't touch him…

Nero twisted his arm behind him as far as he could, running his fingers over the parallel scars twisted across his back. They'd taken his wings…but he was still a fledgling. There was no curing what never needed to be cured in the first place. Not even Itex could take away who he was.

A clock somewhere filtered through into the room.

_Tick. Tick. Tick. Tick._

He was running out of time.

_Tick. Tick. Tick. Tick._

Itex only needed so long to complete the virus, and they would waste no time releasing it onto the world. They would plant it in the water and food, release it into the air and inject it through needles. Normal civilians would remain unaffected…but those with the avian gene…whether they had been given the operation or not.

They would all be killed.

_Tick. Tick. Tick._

_Riddlyr. Riddlyr. Riddlyr._


	19. Chapter Nineteen: Sacrifice

A/N: it's quiet action but it's still action. You can't expect me to write a decent story that is all blood and guts and gore and flying feathers all over the place all the time can you? You know what...don't answer that.

You know what I find strange about this place...the minute I post a new chapter, I'll get around thirty hits by the next day...but only about three or so reviews...? Please, if you read it...review it! It's not that I want to be praised and for you to kiss the ground I walk on...actually that would be rather creepy. I just want to know what you _think. _That is...if you do think? Anyway, enjoy the chapter!

* * *

The Riddlyr

Chapter Nineteen

Rail hit the floor...hard.

His head snapped back against the stone with a sickening crack and for several seconds the world went completely black. Slowly his eyes adjusted to the sudden darkness, revealing the world around him in all its hell-wrought glory. A single candle sputtered in the corner, held up by its own wax…

Rail let the breath he'd been holding hiss through his clenched teeth, carefully running his fingertips across his throbbing scalp. His hand came away sticky and covered with crimson blood. Rail bit his tongue and tried to calm his churning stomach, dutifully rolling onto his knees and struggling to his feet.

"Rail!"

A skinny form slammed into him from the side, nearly sending him crashing back into the ground. Rail planted his feet apart and shoved the figure back, every instinct telling him to fight.

The figures dirt-streaked face lurched into the light.

Rail dropped his raised arms, the goosebumps on his arms settling, "Jackal?"

Jackal's face split into a wide grin as he nodded furiously, his hands trembling at his side, "I didn't think they'd caught you…"

"Caught me?" Rail whispered, the blood still pounding in his ears, "Wha…Jackal how many of you are in here?"

Jackal glanced feverishly over his shoulder, shrugging half-heartedly, "Almost all of us…Mary's here…and Nero! Or…well, he _was _here a few hours ago…I don't really know where he's at right now." Jackal's voice dropped to a distant hum, his worried face blurring as Rail stretched his hand out to find the wall for support.

His palm hit a solid figure…

"You'd better watch out," Fang muttered, planting his hand on Rail's shoulder to keep him from swaying, "…you're bleeding."

Rail blinked hard in the half-light, not trusting his eyes as Fang stepped aside so he could lean against the wall. The cold stone was chilling against his back as Rail leaned into it, welcoming its support compared to his own unbalanced legs. He closed his eyes and rubbed his blood-smudged fingers together, "You're supposed to be dead."

A ghost of a smile lit across Fang's face, "And that's the second time I've heard so today. Next time…I'll be sure to follow the rules and stay dead."

Rail shook his head, his thoughts suddenly lurching back to Nero. His stomach flipped as he slid down the wall to sit on the damp floor, his palm pressed sharply into his forehead as if to block out the memory.

"They changed him," Fang mused, his eyes fixed on the far wall, "didn't they?"

Rail nodded half-heartedly, digging his nails into his scalp.

"Bastards," Fang muttered, almost too quiet for Rail to hear.

Jackal fidgeted nervously to the side, his eyes darting back and forth between the unknown dark-haired man that had always lurked in the back of the cell and his best friend curled against the wall in pain. "Um…w-we have a plan…" he offered ruffling his wings and kicking at the ground, "us and…the other Erasers came up…with a plan that might work."

Rail lifted his head, "Erasers…a plan? For what?"

Jackal poked his chest out importantly, "A plan for escape."

Fang leaned against the wall, his face passive, "I didn't hear anything."

Jackal scowled at the floor, "That's because…you kind of freak everyone out. Plus…we had to be real quiet-like so no one would hear us. I mean, if the guards caught wind of what we planning, they'd seal off our only chance…"

"Jackal," Rail said sharply, "stop rambling and get on with it. What's the plan?"

"The vents," Jackal said abruptly.

Rail groaned and buried his head back against his palms, a sudden feeling of hopelessness washing over him. "Jackal…I came in through the vents and they _knew_ I was there the entire time. It won't work…"

"Yeah, but you didn't try the abandoned vents," Jackal cut in, looking shocked himself by his own boldness, "you know…the a-abandoned ones. They stopped using them years ago…I-I doubt they'd be monitoring them…"

Fang brushed a lock of hair out of his eyes, "How do we get in?"

Jackal tapped the wall above Rail's head, "A central shaft is buried just beyond these walls…all we have to do is dig."

"Through stone?" Fang said doubtfully, voicing Rail's own thoughts.

Jackal smiled slyly, his worried expression dropping away as he folded his arms across his chest. "We know how to handle that," He said smugly, tapping the side of his nose.

"We have a secret weapon."

* * *

Nero slammed his shoulder against the door, felling the jolt of pain lance up his arm as he pulled back. The door remained tight. The white glare of the walls pressed in as Nero readied himself for another lunge.

The door held fast.

Tears brimmed at the corners of Nero's eyes as he slumped against the wall; his hand and shoulder throbbing at his side as he tilted his head back to stare at the ceiling. The scars across his shoulders burned like hot coals; a constant reminder of what they'd made him into.

One of them.

Just another human.

Violent, uncaring, destructive…just like them.

Nero scrubbed the heel of his hand against his eye, pushing the thought away. He was _nothing_ like them. He knew how it felt to be kicked around and pushed to his limits. He knew how to keep his hatred buried…he knew how to forgive those which he held the hatred for.

The door slid open.

Nero stayed on the floor, unwilling to look into the cold face of the man he'd grown so used to seeing at the worst possible time.

"You remember then?" Jeb said coldly.

Nero smiled under his hand. He could almost taste how much Jeb hated him for dodging every bullet Itex had fired. "Yes sir," Nero muttered, raising his head to look into the dark eyes of the white-coat, "it appears that you just can't get it right, can you?"

Jeb's hands tightened into fists at his side, his lips forming a thin line.

"A mistake," he said between clenched teeth, "I won't make again."

His hand slipped into his pocket, almost silently withdrawing a standard hypodermic needle with a rubber protection tip. Nero grew still as Jeb plucked the protection tip away from the needle point, the cold self-confidence returning to his eyes.

"It seems," Jeb said quietly, tapping the needle against his finger, "that every time I mark you as defeated…you make a recovery. Every time I think you're finally dead…broken…lost…you come back. It's a mistake I've made again and again."

Jeb turned to the Erasers standing in the still-open doorway, dismissing them with a wave of his hand, "I can take it from here."

The door swung shut with a light click, returning to its immovable solid form.

The needle swung in the white light as Jeb passed it from hand to hand, "Do you know what this is, little Riddlyr?"

Nero watched it pass, a dread settling in his stomach, "No."

Jeb stopped, holding the needle up to the light with a small smile on his lips, "This is a cyanide…it's poisonous to the human body. One shot…and you fall deathly ill within the hour. You're insides begin to feel as if they were on fire…and a cold sweat will break out across your skin. In no time at all, you're blood will be brought to a boil, while your skin temperature stays cold as ice."

The needle glinted threateningly in the light. Passing back and forth like the hands of a grandfather clock. Counting down time…the time until death.

"In the studies we have conducted," Jeb continued, quieter this time, "every subject has died in a rough approximation of twenty-four hours. Fledglings included."

Nero wrapped his fingers around his still throbbing arm, the red welts from the previous needles glaring up at him like a million eyes. "Are you going to kill me," he asked quietly, feeling the press of the cold wall against his back without the buffer of his wings.

Jeb stopped swinging the needle, the smile falling from his face, "No…" he whispered, slipping the rubber tip back onto the point, "…I'm going to kill Rail."

Nero's stomach dropped, the blood rushing under his chest, drowning out all other noises. His nails dug into the skin of his arms, breaking open several of the pinprick holes as blood snaked across his skin.

Jeb smiled slowly, sliding the needle back into his pocket, "I've tried everything, Nero. I'm sorry it had to come to this…but there's no other way. If I can't kill you…I'll break you."

His coat made a slight swishing noise against the tile as Jeb turned to leave, his hands folded politely behind his back. The doorknob twisted freely under his grip, a light-hearted hum passing between his lips as the door swung open. He hesitated…waiting for just the right moment…counting down the seconds…

"Wait."

Jeb smiled, closing the door and turning to face the now-standing Nero.

Nero clenched his hands into fists, biting down so hard on his tongue that blood split down his throat. "Please…don't hurt him." Jeb closed his eyes, the plea brining with it the relief he'd been craving for days. Jeb always got what he wanted…

Nero swallowed hard, "I'll do anything."


	20. Bonus Chapter: A Demon's Tale

A/N: okay, so I was sitting at my computer thinking of someway I could tell Rail's story without interupting the plot of Riddlyr when i realized...I can't. So this is a Bonus Chapter. It's not at all related to the main story and it's told from a very different point of view. I made it a songfic because...well I was feeling poetic. Anyway, this is Rail's story. Enjoy

* * *

Citizen Soldier

_Beyond the boundaries of your city's lights,  
Stand the heroes waiting for your cries.  
So many times you did not bring this on yourself,  
When that moment finally comes,  
I'll be there to help._

It started when I was three. Just like all the other fledglings my age, I was admitted to take the Alter Pill. They told us it was required…that my condition was a disease, and without proper treatment, I would die. My parents went along with it for a while. I took the pill for two weeks at least…then my mother told me to stop. She said it was wrong, and she loved me the way I was. My father took my hand, and said there was a lot more to growing up than the operation. He said growing up was about accepting yourself for who you were.

And I did.

_On that day when you need your brothers and sisters to care,  
I'll be right here.  
Citizen soldiers holding the light for the ones that we guide from the dark of despair.  
Standing on guard for the ones that we sheltered,  
We'll always be ready because we will always be there._

We started a protest. The only one of its kind. A protest against the Alter Pill and the rules Itex forces upon us. My father quit his job. My mother gave up all her friends. No one would play with me…and I became lost. The others changed. Growing less athletic as their wings began to molt. Everywhere I went feathers littered the sidewalk…a constant reminder that I was alone.

_When there are people crying in the streets,  
When they're starving for a meal to eat,  
When they simply need a place to make their beds,  
Right here underneath my wing,  
You can rest your head._

I grew stronger than the others…my father taught me to fly. For three months we continued our rebellion. Almost in vain as the life in Fallbrook continued around us. Nobody paid attention to the shouting of a single couple and their fledgling son. Our house was taken…we moved into a homeless shelter. I stopped going to school…the teacher's wouldn't even look at me. Three months was all it took. Three months before Itex got sick of us.

They decided to end it themselves.

_Hope and pray that you'll never need me,  
But rest assured I will not let you down.  
I'll walk beside you but you may not see me,  
The strongest among you may not wear a crown._

My father, my mother, and the small handful of people who believed in their teachings, gathered outside Itex's main walls. There we stayed for four straight days. I remember pulling splinters out of my palm from holding up protest signs on wooden posts for hours on end. They shouted and cried until their voices were gone. My feet hurt so badly I couldn't sleep at night…I just sat there crying.

It was over before it began.

_Standing on guard for the ones that we sheltered,  
We'll always be ready because we will always be there._

The gates of Itex opened, and three Erasers came out. They looked excited…and I didn't understand. How could they laugh at our efforts? After all the time my mother and father had put into their work? After all they did to save me? In seconds the streets ran red. The words on the sign I had made with my own hands were almost beyond recognition. Running with a new coat of crimson paint.

My father held my hand, and told me to run…

_On that day when you need your brothers and sisters to care,  
I'll be right here.  
Citizen soldiers holding the light for the ones that we guide from the dark of despair.  
Standing on guard for the ones that we sheltered,  
We'll always be ready because we will always be there._

Max found me on the street, covered in my parent's blood. She took me in, raised me right, and gave me a purpose. I swore I would never let her down. Her goal to destroy Itex became my goal, and I would kill as many of those bastards as I could along the way. I am a freak. I am an outcast. I am a fledgling.

I am a soldier.


	21. Chapter Twenty: Lies

A/N: wow...this took a while to get up didn't it? Sorry about the wait. Enjoy!

* * *

The Riddlyr

Chapter Twenty

"This is our secret weapon?"

Rail folded his arms in front of him, his brow pulling together as he examined the hulking Eraser collapsed against the wall away from the crowd. Jackal shifted nervously to his other foot, nodding as the Eraser stared up at them blankly from the floor.

Rail ran a hand over the back of his neck, "…okay?"

Jackal shook his head vigorously, "No, you don't understand. This is Rath…he was the one assigned to track down Nero at the start. Something went wrong…Jeb wasn't happy so he pretty much destroyed most of his brain. He's been down here since before me…all he does is sit there."

Rail shook his head, "And this helps us how?"

"Rath isn't just an Eraser," Jackal explained, his voice dropping several notches, "he's an ex-dealer. An elite soldier…"

Rath groaned and lolled his head against his other shoulder.

Jackal shrugged sheepishly, "…at least…he was at one point."

Rail shrugged, "I'm still not getting how he can help us reach the vents."

Excitedly, Jackal held up his hand, wiggling his fingers in Rail's face with a wolfish grin on his lips. "He's an ex-_dealer_, Rail…claws like diamonds. He can dig through anything…it's just a matter of getting him to put his muscles to work."

Rail nodded slowly, finally understanding. With Rath's half-minded help, they could dig a tunnel through the walls of the cell and break into the abandoned ventilation system running throughout Itex. As long the shafts remained unsupervised…it would be a straight shot to freedom.

"Brilliant," Rail grinned, turning to face Jackal, "…do these vents run passed the upper levels of Itex?"

Jackal shrugged, "Probably…why? It's not like there's anything up there that we need…" his sentence faded as he caught the look in Rail's eye. Jackal shook his head, pressing his lips into a thin line, "No. No. No way, Rail. You're thinking about going back for Nero, aren't you? It won't work…you'll just get caught and ruin everything!"

"We can't just leave him," Rail bristled, anger blooming in his chest.

Fang's iron grip fastened around his shoulder, spinning him around until their faces were just inches apart. "He's right," Fang said in a low voice, "we can't go back for him. Not only because we might risk getting caught…but also…Nero isn't one of us anymore."

Rail shook his hand away, gritting his teeth to stop the flow of reckless thoughts buzzing in his head. "How _dare_ you say that," Rail hissed, "and you call yourself one of us?"

Fang threw his hands in the air, his patience bending as Rail stood stubbornly beside Jackal. "Rail," Fang reasoned, holding his temper, "they've taken his wings…they've erased his memory…God knows what else they've done…he's not _himself_ anymore."

Rail glared at the shadowed face in the darkness of the cell, his hands clenched into tight fists at his side. "They can't change who he is," Rail murmured, almost too low for them to hear, "they can't take him away from me again."

Patience broken, Fang jabbed a finger sharply into Rail's chest, opening his mouth to speak and…the cell door squealed open. The groups of fledglings and Erasers jumped, scattering away from the door as a Dealer poked his sharp muzzle through, a sneer set into his jaws.

"Here's your pet," the Dealer snapped, roughly jerking an under-sized body in front of him and shoving it to the floor. He waggled his clawed finger at the cowering cell-mates, lips splitting to reveal needle point teeth, "Play nice now," he snickered, slamming the door behind him with a bang.

Nero struggled to his knees, missing the balance of the heavy wings across his shoulders. It took some time for his eyes to adjust to the dark cell, barely making out the shocked faces staring at him from the walls. He caught Mary's scarred eyes from the crowd, her mouth hanging open as her eyes began to water.

Cold hands knotted through his hair, pulling his head back to look into the dirt-streaked face of his once-rescuer. "Rail," Nero croaked, his lip splitting as he grinned.

Rail wrapped his arms around Nero's shoulders, squeezing him tight, "Jesus Christ, Nero," he gasped, rocking back and forth on his heels, "you scared the hell out of me…what happened?"

Nero coughed, pushing away from Rail's grip, "I pulled an act," he rasped, his hands shaking as he rubbed at his arms, "they still think I'm catatonic." Nero tapped his forehead will the tip of his finger, "They don't know I remember everything."

Rail's wide grin was cut short as Fang pulled him to his feet, jerking him away from Nero's crumpled form. "Stay back," Fang ordered, his eyes dark. Rail shoved him hard, struggling to loosen his grip, "What are you doing!" Rail stressed, flinching as Fang's nails cut into his arm.

Fang gritted his teeth, "We don't know that _all_ Nero."

Nero ground his knuckles against the floor, steadying himself as he struggled to his feet. He smiled, almost apologetically, "I thought you might think that…but I don't know of any way to convince you that it really is me. Maybe…you can just trust me?"

Rail shoved Fang away, stepping back to Nero's side, "What's the matter with you," he scowled at Fang, pressing a protective arm across Nero's shoulders.

The silence that settled across the cell was broken as Jackal threw himself at Nero, wrapping his scrawny arms around his neck. "I thought you were dead," he laughed, swinging Nero off the floor and spinning him wildly through the air, "I really did think they killed you!"

Nero stumbled slightly as Jackal set him back down, a seemingly permanent grin plastered across his face. Nero smiled, laughing slightly as Rail steadied him.

"It's good to be back."

"Rath," Nero whispered, his face inches from the blank-faced ex-dealer.

Rath lolled his head to look at him, a spark of recognition lighting in his eyes. Nero took several steps back for safety, feeling the hopeful eyes of countless caged onlookers praying for a miracle behind him.

Nero opened his arms as if expecting a hug, "Rath…it's me. Do you remember me? I'm your friend."

Rath hesitated for a second, unsure if the small human before him had really been a friend in his past life…or a bitter enemy. He heaved himself to his feet, startled as the crowd of fledglings and Erasers shuffled back. He pressed his head against the wall, willing the headache in the back of his mind to disappear.

"Rath," Nero pressed, taking a step forward despite Rail's disapproving stare, "I need you to do me a favor…can you do me a favor?"

Rath pulled his brow together, biting hard at his lip…and nodded.

Nero pressed the palm of his hand against the wall, pulling it across the stone in a downward motion. "Do you see me?" Nero asked, repeating the action, "Do you see what I'm doing? Can you do this?"

Rath placed his large heavy hand against the stone, slowly dragging it downwards as Nero instructed. Nero stepped up next to Rath, running his hand over the stone in synchronization with Rath. "Good," Nero whispered, curving his fingers until his nails scraped the stone.

Hesitantly, Rath copied the act, his thick claws scraping across the stone. Ten long white scratches appeared in the wall where Rath dragged his claws, the powder of the rocks building in a pile at his feet. Rath paused, a wolfish grin spreading across his face as he pressed harder, his claws scraping through the stone like a shovel through soft dirt.

Nero stepped back, letting Rath continue the motion of digging at the wall over and over again. Jackal hugged him happily as Rath pounded against the wall, a look of absolute joy glowing in his lamp-yellow eyes.

"I don't believe it," Nero breathed, leaning against Rail.

Rail returned the comforting weight of his arm across Nero's shoulders; hope spreading down his throat and across his chest as he watched Rath dig at the wall. "Have you ever heard of Claude McKay?" Rail asked as the groups of gathered watchers shuffled away, each one off to do their own thing.

Nero shook his head.

"He was a famous poet," Rail continued, "in the Harlem Renaissance. One of his poems says: O kinsmen we must meet the common foe, though far outnumbered let us show us brave. And for their thousand blows deal one deathblow. What though before us lies the open grave? Like men we'll face the murderous, cowardly pack, pressed to the wall…dying…but fighting back."

Nero smiled, pressing his face against Rail's shoulder, "Are we going to die?"

Rail shrugged, a smile flittering on his lips, "If we do…at least we fought back."

"Yeah," Nero whispered, his eyes fixed on the floor.

_Please…don't hurt him._

The echo of the memory pressed in his mind.

_I'll do anything._


	22. Chapter TwentyOne: Escape

A/N: Okay, this is a _really_ long chapter...the longest I've written for FanFic, so you'll have to stick with me. It might not make much sense at the end...mostly because I left a few holes in it to keep you guessing. Everything is explained in the next chapter! Enjoy.

* * *

The Riddlyr

Chapter Twenty-One

Max sucked in a sharp breath as the razor edge of the tree branch under her white-knuckled grip cut into her palm. The leaves around her rustled as Angel gently set herself down in the large oak tree hovering near the outer gates of Itex, the horizon layered with vague hints of a smoky dawn.

"Do you think he's already inside?" Angel whispered, shifting awkwardly on the branch beneath her feet. Max shrugged, the pack on her shoulders slipping and nearly falling the spiraling distance to the ground. She caught it just in time, her fingers looped around the straps as the pack swung in the slight breeze.

"I don't see him anywhere," Max grunted, heaving the straps back onto her shoulders, "…he's probably already gone in," she ran a scratched hand over her face, letting out the breath she'd kept trapped in her lungs, "God help him."

A bone-rattling clang brought Max to her feet, the tree branch groaning beneath her as she spread her wings wide, ready to take flight. In the faint light of the dawn, the iron-gate wall of Itex's outer perimeter could just be seen. Max lowered herself behind the leaves, signaling Angel to keep quiet.

The metal grating on a large opening in the wall had fallen away, clattering noisily to the ground as several small shadowed figures swung out. Max squinted hard, raising herself on her tiptoes to see past the branches.

More figures were spilling from the vent…wings rising from their shoulders.

Max immediately dropped to the ground, landing in a half-crouch next to a startled young fledgling with a thin scar across his eye. The fledgling's eyes narrowed and then widened as he took in the person standing before him.

"Max!"

Max turned to face the vent…where Rail had just emerged.

His face carried a heavy bruise across one side, the skin above his eye split wide to reveal a stream of blood trickling down his chin. One hand was held supportively against his chest, the entire front of his shirt stained crimson. His eyes were wild as he helped another fledgling drop from the vent-shaft.

"Rail…" Max faltered.

"Get them out of here," he snapped, swinging another form down, his eyes darting back to the mouth of the vent as if expecting a person that had not yet arrived. "the Dealer's will be here before we know it, you have to get them away…"

"Hang on…" Max interrupted.

Rail slammed his fist down against the side of the vent, a rapid pounding echoing from within the depths of Itex…like a million feet scrambling across slick metal.

"They're here," Rail breathed, backing several steps away.

"The Dealer's are here."

* * *

_**One-Hour Earlier:**_

Nero pressed the palm of his hand against the angry red dots running up and down his arms, gritting his teeth as fire spread over his skin. He turned his gaze to the distant form of Rath's bulky shoulders, a pile of rubble at his feet as he plowed into the wall. The groups of fledglings and Erasers mingled, lowered voices exchanged between the former enemies.

Talk of escape…and freedom.

Rail tapped Nero's knee with his foot, staring at him with half-lidded eyes from the wall where he was slumped, "You okay?"

Turning his stare to the wall, Nero nodded, rubbing uncomfortably at his arms. "You know," he sighed, his hand dropping to the floor as several of the pin-pricks opened to release beads of blood, "it won't matter if we escape…Itex already has what they want. We'll be dead in no time…free or not."

Rail frowned, drumming his fingers against the stone, "Oh, yeah…that virus thing, right? You really think they made a virus that can kill every fledgling out there?"

"Not just the fledglings," Fang muttered, shuffling forward from where he stood beside them, "this virus…it will devour and destroy every trace of the fledging gene…erasing it completely from the world. Including those who have taken the Alter Pill and received the operation."

Rail snorted, "That's madness…thousands would die."

Nero pressed his forehead into his palm, a cold sweat breaking out across his back, "Not just thousands," he whispered, "millions. Millions will be killed…complete and total genocide. Itex doesn't want to risk leaving anyone behind…not even those who've been cured."

His hand curled into a fist on his knee, "Like me."

Rail's cool touch wrapped around Nero's wrist, pulling his arm closer to inspect the red pinpricks. His icy fingertips turned to fire as he ran his hand over the skin, a frown tugging at his lips.

Nero flinched and pulled away, his hand shaking as he took a shuddering breath.

"You need medical," Rail said bluntly, his face drawn.

Nero shook his head, "Others need it more than me."

"How's your back?" Fang asked, his former distrust replaced with a hint of concern. Nero shifted his shoulders experimentally; dread sinking in his stomach as the draft from the walls bit into the bare skin of his back. What Jeb had said was true…all his life Nero had wished for the operation. Now he was normal…and it felt so…

"Empty," Nero replied, hugging himself tightly, "it feels like…I've lost the sky."

A metallic clang echoed from the far side of the cell, soon followed by the hushed cheering of the gathered cellmates. Rail pulled himself to his feet, signaling Jackal to his side. The grinning fledgling arrived panting, his eyes burning with excitement.

"We've broken through!"

"Alright," Rail said immediately, pulling Nero to his feet and waving his hands to get the attention of the gathered crowd. "The shafts shouldn't be guarded," Rail said in a hushed tone, his voice floating through the mass, "but we should hurry anyway. Everyone get to the vent…youngest go first."

Rail snatched at Nero's shoulder, turning him around until they were eye to eye.

"You go first," he ordered.

Nero shook his head, "I'm not the youngest…don't put me before them."

Rail smiled, shaking his head, "Someone needs to meet them on the other side."

* * *

Nero shouldered his way through the suffocating shaft, his eyes straining in the dark as he crept forward. He could feel the press of bodies behind him, the youngest of the fledglings and Erasers straining to keep up. Nero took an appreciative breath as the vent opened up into a larger area, enabling him to squeeze off to the side and let the others slide passed.

A young fledgling's wide eyes met his somewhere along the line, "Why'd you stop?" she asked innocently, her face a picture of concern.

Nero smiled, waving her on, "Just checking the line," he assured.

* * *

Rail helped another Eraser Pup leap the distance to the ragged hole dug through the stone; sweat snaking down his neck as the Pup disappeared into the shaft. Fang surveyed the remaining line of refugees, his foot tapping nervously as the time spent loading them all into the vent dragged on.

"This is taking too long," Fang whispered low enough for only Rail to hear.

Rail grunted, heaving another fledgling through the hole, "Everyone goes."

Memorandum pressed his face against the door, straining to see out the fist-sized window set into the ironwork. After a heated argument with Rail, Memo had appointed himself the lookout, refusing to leave with the younger Pups as instructed. He'd waited his entire life to get revenge on Itex for treating him and his brothers the way they had.

He wasn't about to turn and run.

A shadow flickered at the end of the tunnel, sending Memo's heart into his throat as he scrambled away from the door. He rushed passed the line of still-waiting escapees, tugging frantically at Rail's shirt, the hairs on the back of his neck rising.

"What?" Rail snapped, brushing his hand away.

"They're coming," Memo hissed, practically jumping on his toes.

Fang turned him around, his eyes serious, "Are you sure."

Memo nodded once, "Positive."

Rail suddenly wrapped his arms around Memo's chest, shoving him roughly into the hole with a stern look. "You're leaving," he growled, interrupting Memo's objection, "_now._ Get to the front of the line and make sure everyone gets out okay."

Memo hesitated for a moment before huffily crawling into the vent.

Rail picked up the pace, relieved as the last of the children shuffled into the vent. Leaving those who could at least hold up their own in a battle standing nervously in the cell.

"If you don't think you can stand up to a fight," Rail hissed, pointing at the vent, "leave now. It's our job to make sure the kids get out alright…we leave once their safe."

The heads of several well-built Erasers nodded, jaws split with excitement as several of the wounded scrambled after the kids into the vent. Rail nodded at Fang, tense as the knob of the door jiggled noisily, "I trust you can hold your own?"

"Watch your mouth," Fang muttered…just as the door burst open.

* * *

Nero jumped at Memo's touch, wiping sweat from his eye to focus on the Eraser Pup's worried eyes. "How are things back at the cell?"

Memo shook his head, shifting out of the way as bigger bodies began to press passed, "No good…the Dealer's finally caught up. Rail and a bunch of others stayed behind…said to get the kids to safety."

Nero choked back the ice ball in his throat, his gaze darting nervously back down the shaft, "I'm going back." Memo pressed his fist into Nero's shoulder, holding him away. "Are you crazy?" he hissed, "There's a full blown battle back there and your just going to _go back?_"

"Rail needs me," Nero pressed, wiggling passed Memo's small body.

Memo hesitated before angrily shaking his head, "I'm coming too!"

* * *

A bone-rattling clang brought Max to her feet, the tree branch groaning beneath her as she spread her wings wide, ready to take flight. In the faint light of the dawn, the iron-gate wall of Itex's outer perimeter could just be seen. Max lowered herself behind the leaves, signaling Angel to keep quiet.

The metal grating on a large opening in the wall had fallen away, clattering noisily to the ground as several small shadowed figures swung out. Max squinted hard, raising herself on her tiptoes to see past the branches.

More figures were spilling from the vent…wings rising from their shoulders.

Max immediately dropped to the ground, landing in a half-crouch next to a startled young fledgling with a thin scar across his eye. The fledgling's eyes narrowed and then widened as he took in the person standing before him.

"Max!"

Max turned to face the vent…where Rail had just emerged.

His face carried a heavy bruise across one side, the skin above his eye split wide to reveal a stream of blood trickling down his chin. One hand was held supportively against his chest, the entire front of his shirt stained crimson. His eyes were wild as he helped another fledgling drop from the vent-shaft.

"Rail…" Max faltered.

"Get them out of here," he snapped, swinging another form down, his eyes darting back to the mouth of the vent as if expecting a person that had not yet arrived. "the Dealer's will be here before we know it, you have to get them away…"

"Hang on…" Max interrupted.

Rail slammed his fist down against the side of the vent, a rapid pounding echoing from within the depths of Itex…like a million feet scrambling across slick metal.

"They're here," Rail breathed, backing several steps away.

"The Dealer's are here."

Angel dropped to the ground next to the wall, her eyes running over the dirt-streaked faces of the fledglings gathered around her…her brow knitted together as her sight lit upon the Erasers.

"No time to explain," Rail panted, letting the rest of the kids drop by themselves.

Max looked as if she was about ready to protest…but thought better of it and nodded, her fingers knotted through the hand of the nearest child before turning to face the horizon. "Come on," she urged, herding the confused and exhausted group away from the walls.

Rail hesitated, tensing as the sound of hurried footsteps echoed toward the mouth of the shaft. His shoulder dropped in relief as Nero and Memo thundered into sight, their faces drawn as they dropped from the vent.

"I'm sorry, Rail," Nero panted, "I went back to help…we got lost in the vents."

Rail snatched up Nero's hand, prodding Memo forward as the sun finally broke over the skyscrapers. "There's no time," he said hurriedly, "explain later."

Nero dug in his heels, glancing back at the vent, "Where's Fang?"

Rail jerked him hard, gritting his teeth to choke back the lump in his throat, "I'll explain later…just keep running."

* * *

The Dealer tapped his claw against the barrel of his gun, watching silently as the groups of retreating 'escapees' disappeared into the forest of buildings. A tight grin tugged over his fangs, the gravel crunching beneath his boots as he shifted.

"Why don't we just kill 'em now?"

The Dealer glanced at his anxious partner, his grin fading.

"Jeb gave us orders," the Dealer growled, spitting at the ground, "follow the group…and they'll lead us straight to the rest of the herd. It's simply physiological warfare, mutt…try and keep up."

His partner sneered and licked his teeth, "What if the kid snitches on us?"

The metal of the gun groaned as the Dealer tightened his grip on the barrel, "If the kid chooses not to cooperate…and something goes wrong…we shoot him."

The other Dealer's smile widened, his gaze turning with new hope to the horizon.

"We shoot him," he repeated, dancing inside at the thought.

"Shoot the Riddlyr."


	23. Chapter TwentyTwo: Deciever

A/N: hopefully this chapter answers all the questions left from the last chapter. If not...then the answers will come! Enjoy darn you! ENJOY!

* * *

The Riddlyr

Chapter Twenty-Two

Fallbrook woke slowly under rays of the ascending sun, parkways and skyscrapers towering into the morning sky as every-day people began their routines. The streets were soon filled with cars, each one going about its own business with no regard to the group of disheveled and illegal fledglings flittering nervously in the shadows of the alleyways.

Nero ducked under the shelter of a dumpster, his senses on hyper-alert as the city bustled to life around him. Noi, the city where he'd grown up, was a quiet suburb, nothing compared to the now bursting streets of Fallbrook. He leaned cautiously away from the edge of the dumpster, eyeing the passing cars curiously.

Hidden in the alleyway around him, the escapees hunched in rainwater puddles and darkened shadows, shivering miserably as they rubbed their aching feet. Even the oldest of the refugees had been worn out by their flight from Itex's gates.

Nero caught Max's fleeting form darting from one group to the next, gathering stock of who had escaped and who was wounded. Memo panted quietly beside him, his clawed hand resting lightly on Nero's shoulder as the cars flashed by.

Rail's lanky form was suddenly beside them, his face swollen and bleeding. "I want to know everything," he demanded in a whisper, turning both Nero and Memo to face him, "why did you two go back? You could have been killed!"

Nero shifted uncomfortably, "Memo told me about the Dealers finally catching up…I got nervous. I thought maybe…"

"Thought maybe you could help?" Rail snorted, "Nero…your two feet shorter than the average adult, not to mention your _hurt_. I'm glad you have the conscience to want to turn back and help…but you wouldn't have lasted five minutes against the Dealers. That goes for you too Memo. You're just a Pup for God's sake!"

"I'm sorry," Nero stressed, his stomach sinking, "I wasn't thinking right."

Rail dropped his stare, "Yeah, well…don't do it again."

Memo folded his arms across his chest huffily, "I could've taken them."

Rail shook his head hopelessly as Max bounded into sight, Angel's white form flitting behind her. They crouched noiselessly, Max's eyes burning with curiosity. Yet her duty as leader won over her desire to sit behind the rotten dumpster and talk it out on the spot.

Her sight lit over Nero's bare back for a split second, grim acceptance written on her face as she prodded Rail in the chest.

"You," she simmered, "I'll deal with you later. Right now we have to get the kids underground. Chances are the Dealers on still tracking us…maybe even following closely. We're going to swing by the makeshift camp on the outskirts of Fallbrook, and then head directly underground. Nobody knows Scribble City like us; we can easily lose ourselves there."

She jerked her head toward Angel, "I want you to find the nearest sewer hatch, take the kids and work your way out of Fallbrook. I'm taking everyone who's able and picking up the rest of the group on the outskirts."

Angel nodded sharply and trotted away without complaint, slowly rounding up the scattered groups peppered across the alley. Max nodded to Rail, a hint of concern showing behind her hard eyes, "Can you make it to the city's boundaries?"

Rail nodded, his jaw tight.

"I'm coming too," Nero interrupted, his heart pounding wildly.

Rail looked as if he was about to protest but hesitated, a thoughtful expression crossing his face. "Yeah," he muttered, "I'd feel better if you came with me anyway. Are you sure you can make it?" Nero just smiled weakly.

Memo scuffed at the ground moodily, "Guess there's no chance of me coming?"

Max pulled Memo to his feet and pushed him gently in the direction of Angel's steadily growing group. "Sorry Pup, your too young. Help Angel with the kids, okay?" Memo glared sullenly at the ground for several hesitant seconds before nodding slowly and turning toward Angel, his head held low.

"Speaking of which," Max said suddenly, "you two do know that at some point you'll have to fess up as to why fledglings are suddenly working beside Erasers, right?"

Rail nodded mutely, not looking forward to the discussion. Max grinned, satisfied, and stood, waving her arms above her head, "Anyone who feels up for a trip follows me! Everyone else…into the sewers!"

Memo wrinkled his nose, "Gross! You mean we're going to be wading through people's shi-

Angel cut him off with a sharp slap to the back of his head, "Watch your mouth, there are children present. Besides, we'll take the Waterways…not the actual sewer."

* * *

Nero sucked in a lungful of breath, forcing it down into his lungs as he struggled to keep up with the handful of fledglings and Erasers who had volunteered to make the trip to the other camp. Rail jogged dutifully behind him, making sure he didn't fall behind.

"Rail," Nero panted, falling back to job beside him, "you're not going to tell Max, are you? About Fang I mean? What happened back there?"

Rail pressed his lips into a thin line, letting them fall behind even farther so no one would overhear them. "When the Dealers came through the cell several of us fought them off…there were only three so we took them down easily," he tapped the side of his face, "that's what got me this."

"We knew," he continued, keeping his eyes on Max's turned back, "there would be more coming…more than we could handle. We loaded the rest of the prisoners into the vents just in time. The Dealers were practically knocking on the door by the time I got in. It didn't take long before I realized Fang wasn't with me…"

Rail slowed to a stop, breathing heavily as he turned his face toward the sky, "I think the Dealers caught up with him just as he was getting in. I don't know if he's alive or dead at the moment."

Nero swallowed back the bitter taste in his mouth, "Will you tell Max?"

Rail shook his head, breaking out in a brisk jog to catch up with the others, "Max has gotten used to the idea of Fang being dead…to awaken those feelings after she's worked so hard to control them…I couldn't do that to her. Besides, if Fang really is dead…then she won't know any better. It would be just like he died years ago."

Nero nodded, understanding Rail's strategy. Max had gotten used to the idea of Fang being gone…to tell her that he'd been alive all these years, just out of her reach, only to say that he died only hours ago…

She'd have to relive his death all over again.

"Look," Rail panted, "there's the camp."

Nero stopped short, the dirt spiraling around his feet as he ground to halt. There was no way they could have gotten there so fast! It was impossible…he didn't even have time to think…

To think of a way out of the contract Itex had bound him to.

His eyes darted back and forth between the trees towering around them to the spiraling smoke of the distant camp. Rail had paused in his sprint, stopping a few yards from Nero with a confused look on his face.

Nero screwed his eyes shut, pressing his palm against his burning forehead. He'd been expecting the journey to take a day at least…maybe even spending the night out in the open before finding the camp. Giving him time to think.

_Please don't hurt him…I'll do anything._

Nero's eyes snapped open.

Anything but this.

"Stop!"

* * *

The Dealer crouching low in the bushes gritted his teeth, rage burning beneath his chest as he watched the group of fledgling pull to a stop just yards away from their destination. "I knew it," he fumed, jamming the butt of his gun at the ground, "I knew the kid would rat on us!"

He raised the gun to his shoulder, carefully taking aim…

His leader pushed the barrel of the gun away just in time, pinning his lower-ranking partner to the ground. "Don't jump the gun," the leader growled, his teeth bared as he examined the scene before them, "we don't know that he's snitching."

"I'm going to shoot him," the pinned Dealer growled.

"I swear to God I'm going to shoot him."

* * *

Rail folded his arms across his chest, a gleaming sheen of sweat on his forehead as the others slowly turned back and walked the short distance to where Nero stood. Max shouldered her way through the group, her brow furrowed, "What is it?"

Nero took a deep breath, sending a silent prayer to all the Gods that still cared, "You can't go back to that camp," he whispered, so quiet Rail had to strain to hear.

Max blinked, "Why not?"

Nero gritted his teeth, his eyes darting through the trees in search of the Dealers he knew lay waiting. "It's a trap," he breathed.

"Nero," Rail laughed, glancing over his shoulder, "what are you saying?"

"It's a trap, okay?" Nero burst, "Back at Itex Jeb stole the location of the new camp from my head, that's what he was looking for when he erased my memories! He made me swear not to tell…listen, there's an ambush of Dealers waiting for you there!"

The group of fledglings and Erasers stood silently, staring at the half-sized child before them. Max's hand flittered to the pistol at her belt as she narrowed her eyes at the trees around them.

"Nero…" Rail faltered, "why didn't you say something?"

Nero lowered his head, his face burning with shame; "Jeb said he'd kill you, Rail…he was going to kill you if I didn't do as he said. Kill you, or kill…"

A muffled crack echoed through the stunned-silent woods.

Nero took a shuddering breath, "…or kill me."

His small body crumpled to the ground.


	24. Chapter TwentyThree: Return

A/N: this chapter is short, but hey...what are you gonna do about it? Enjoy.

* * *

The Riddlyr

Chapter Twenty-Three

Fang closed his eyes, the hard press of churned up stone biting into his neck and face. The long vertical gashes along his shoulders and back burned when he shifted, digging his elbows into the slick metal of the vent shaft. Far behind, the scuffling of heavy Dealer's claws scraped along.

The vent groaned as Fang pulled himself around a corner, taking a deep breath and lowering himself back to the shaft floor. The world was growing more narrow the farther he pressed on, losing all track of time as he pushed himself through the endless maze within Itex's walls.

The Dealers were in the shafts with him, searching in vain for any trace of his passage. Fang had just barely managed to escape the reinforcements in the cell with his life, searching desperately for the refugees that had escaped before him. They were nowhere to be found.

The shafts just kept twisting.

Never ending.

Never giving up.

Fang watched his shallow breath fog up the slick metal next to his face, the walls closing in on all sides as his own blood trickled down the vent. A steady stream of crimson staining the shaft with his scent, a clear trail to his location. A trail that even a blind Dealer could spot.

The world narrowed to a pinprick, until it finally snapped black.

So this is where it was going to end.

"I'm sorry, Max," Fang breathed, drawing a shaky breath.

The clatter of Dealer's claws rattled overhead, excited voices muffled by the thick metal. The noises were all around, the walls bowing inward, shaking violently as the stink of fresh blood hyped up the Dealer's senses. Fang shut his eyes hard, bright spots dancing beneath his eyelids.

"I just can't do it."

* * *

"Everyone scatter!" Max snapped.

The twisted faces of countless Dealers exploded from the trees, muzzles twisted with blood from their own warp as their teeth split through their gums. Yellowed eyes burned with wildfire as the elite Erasers dropped to the ground, course hair bristling over their entire body as the transformation completed.

Rail froze as the handful of refugees around him scattered in an instant, his eyes fixed on the collapsed form just feet away. His instinct screamed for him to run, to fly away…_no_…how could this happen?

"Rail look out!"

A searing pain exploded across Rail's shoulders, slamming him bodily to the ground, his knees cracking against the dirt. Hot breath burned across his neck, needle-point claws digging viciously into his back, tearing at the skin and flecking the ground with blood.

Rail sucked in a sharp breath, bodily pounding at the Dealer's bloodied muzzle with the back of his elbow. The snap of cartilage and bone was followed by a pain-stricken howl as the Dealer sprang away, his snout a river of scarlet.

Not bothering to get up, Rail dragged himself the few feet across the ground to Nero's side, the blood roaring in his ears. He gripped Nero's shoulder, shaking it roughly and pulling himself into a crouch.

"Get up!"

The snap of Max's pistol brought down the Dealer who tore across the ground in Rail's direction, his chest slamming into the dirt inches from Rail's unprotected back. The sun was blocked out as Max landed heavily beside the fallen Dealer, her wings flared as she cocked another bullet into the pistol chamber.

"Take Nero," Max shouted, "get the hell out of here!"

The broken body of a fledgling slammed against the forest floor, his wings crumpled and his head twisted all wrong. Max flinched, taking aim and squeezing off another round, a grim smile playing on her lips as another Dealer kissed the dirt.

Rail wrapped his arms around Nero's limp body, the hot tickle of blood streaming down his back making him wince as he spread his wings against the wind. In seconds they were airborne, torn viciously from the ground by the sudden wind that ripped through the trees, howling in unison with the rage-infested Dealers. The forest spiraled away, opening up to clear air with the skyscrapers of Fallbrook riddling the horizon.

Rail pounded his wings hard, flinching as a bullet rushed passed his shoulder, tearing through the cloth and skimming across his skin. Nero hung heavily from his arms, dragging them both slowly back to the earth as the wind died down. The only thing holding them in the air was the force under Rail's wings…a force that would soon give out.

"Don't die," Rail pleaded, hot tears burning his eyes as the forest skimmed below, steadily growing larger as they neared the ground. If he could just make it to the outskirts of Fallbrook, there was bound to be a sewer hatch there somewhere.

If he could just get underground.

Nero might live…

* * *

Angel folded her arms across her chest, chewing thoughtfully at her lips as she surveyed the construction of the new base. Risking the chance of there still being Erasers at the old site, Angel and a small group of older fledglings had swung by and picked up the hospital mats that weren't torn beyond repair.

They were also lucky enough to find the remains of several bags of bread and dried fruit, bottled water packed tightly at the bottom. They'd gathered up everything they could find that was worth saving and tried to put as much distance between themselves and the old base as possible.

Now, a few hours later, Angel watched critically as Memo and a few other willing volunteers pushed the hospital mats around the floor of the large tunnel they'd settled in. Angling the mats just right to make sure none would get wet.

Mary had gladly taken up the role of nurse, dutifully sitting each child down and giving them a thorough inspection. Several were treated for cuts and scraped, but most were just hungry and tired.

What amazed Angel the most was the way Erasers and fledglings were working together…side by side…as if the skiff between them had been filled. United under a common enemy, it seemed as if all differences had been forgotten.

Angel tapped at Memo's shoulder, making him jump and spin around to face her. "Sorry," Angel apologized, sensing his jumpiness at being in such a tight area, "listen…I'm going to walk around the tunnel for a bit, okay? You can handle it here?"

Memo saluted smartly, "Yeah, whatever."

"Good," Angel laughed.

The tunnels flew by fairly smoothly. There were several areas where the tunnel dipped and stinking water filled the bend…Angel made a mental note to warn the kids not to drink anything that wasn't bottled…but other than that, the tunnels were clear. No sign of danger or habitation at all.

Angel took a deep breath, finally letting herself relax. Max would retrieve the rest of the group; they could meet up in the tunnels and plan the next assault…everything would be perfect.

Angel paused, tilting her head to pick up the faint sound of shuffling feet just around the bend. Tensing herself for trouble, Angel inched toward the bend, tracing her hand along the wall and searching for the presence of another mind.

She froze, sucking in a long breath and hurrying around the corner, recognizing the flow of memories. She stopped short, her heart skipping several beats.

Rail was leaning heavily against the wall, blood soaking the front of his shirt as he raised his head weakly to look at her. Nero hung from his shoulder; his eyes closed…no sign of breath.

Rail took a shuddering breath, shifting Nero on his shoulder.

"Help me."


	25. Chapter TwentyFour: Depth

A/N: this chapter is very intense...I had fun writing it! By the way...as much as I love getting a reaction out of you guys...MY GOD! You people jump to conclusions faster than my rabbit jumps away when the cat is chasing it! Just because Fang is on the brink of death, it doesn't mean he's dead yet! I'm not giving anything away, but jeeze, put down the pitchforks and read the rest of the story before you rip me to shreds for killing the hottest fictional character on planet earth, yes? Enjoy!

* * *

The Riddlyr

Chapter Twenty-Four

_Nero pressed the palm of his hand against the scorched dirt, running his fingers through the ashes as the smoke rolled around him. Dirt and blood blurred his vision, obscuring the collapsed skyscrapers and burnt landscape, the sky remained hidden under a blanket of ash. _

_Carefully, Nero lowered himself to the ground, kneeling in the dirt with his head buried in his hands. The heavy feeling of loss crushed into him, grinding his boots into the dirt, the ashes slowly rising to his waist. _

"_Stop it," Nero pleaded, staring down at the ash in dismay._

_The coal gray cinders climbed to his chest, choking him as he breathed in, sticking in his throat and lungs. Nero lifted his head, his stomach churning. Just feet from where he knelt, the broken body of a shadowy figure lay half-buried in dust._

_Fang._

_Blood poured from the open wounds across his back and chest, staining the gray landscape scarlet. His eyes were unmoving, ash collecting across his pupils as he stared unseeing into the sky. His hands were folded almost reverently across his chest._

"_Stop it," Nero breathed, the cinders climbing up his neck._

_Other figures began to appear in the ash, rising from beneath the surface with blood-shot eyes. A young fledgling with wispy blonde hair, his face covered with parallel red marks, his jaw twisted awkwardly as if he were crying for help. Another fledgling, older this time, with pale skin and blank eyes, tears frozen under his lips. _

"_Stop it. Stop it. Please…stop it."_

_Nero's throat clenched as the faced continued to surface from under the ash…faces he knew. Robert. Max. Angel. Memo. Rail…_

_Nero slammed his fist into the ash, letting it fly around him like a colorless whirlwind, swallowing up the faces that had appeared. "Stop it!" Nero screamed…as the ash finally settled over him.

* * *

_

Rail pressed his hands down on Nero's chest, pinning him to the floor as he thrashed under the pressure. Angel grabbed at his feet, desperately trying to restrain his heaving form. Young Erasers and fledglings covered their ears and closed their eyes in an attempt to block out Nero's heated screamed echoing through the tunnel.

"Hold him!" Mary insisted, gripping his arm with white-knuckles, trying to maneuver the syringe needle into his arm. Rail grunted, pushing him down harder as Mary finally dug the needle under his skin.

"Stop it…" Nero moaned, his back arching as a trickle of blood snaked from his mouth and down his chin. Mary tossed the needle aside, helping restrain him until the sedative took effect and his muscles relaxed.

"What the hell's wrong with him?" Rail stressed, releasing the pressure.

Mary shook her head, shuffling through the meager first-aide box they'd retrieved from the old base. "The bullet was fairly small," she explained, pulling out a roll of gauze, "so it didn't do as much damage as whoever the shooter was intended. This was meant to be a quick kill…straight through the heart."

"Will he die?" Angel asked, her brow furrowed.

Mary tore a length of the gauze and took a deep breath, "The bullet missed his vitals…whoever the shooter was probably got excited and didn't aim properly. If he does die…" she paused, glancing nervously at Rail, "…it will be from infection. Slow and painful."

Rail swore under his breath and pressed the heel of his hand against his forehead, closing his eyes as he took a shuddering breath. Mary turned away, carefully wrapping the gauze across Nero's chest where the bullet hit; just below the ribs with an upward arch.

Nero's eyes danced beneath his lids, his skin prickling and burning as his body fought to stay alive. Cold sweat beaded his skin, mixing with the blood to form a sort of pink watery liquid that pooled around the mat.

Angel hugged her knees against her chest, wishing Max were here as she closed her eyes and listened. "His thoughts are difficult," she muttered, tracing slow circles over her elbow, "muddled…its like wanting to see the sunset but the clouds refuse to sink."

Rail stared down at Nero through half-lidded eyes, "What's he thinking?"

Angel sniffed, laying her chin on her knees, "He's thinking he's sorry…for keeping the ambush a secret…for following Jeb's orders. If anything…he's survive just so he can tell you he's sorry."

A frown tugged at Angel's lips as she shook her head, "I've never bothered to read the thoughts of a fledgling who's had the operation…it's sad. Like a child that's lost its favorite toy." She ducked her head, pulling away from Nero's thoughts as his grief threatened to overpower her.

"He has much sadness in him."

Rail tried to push away the goosebumps that prickled along his arm.

Mary lifted her head as the echo of footsteps filled the tunnel. She gently closed the lid of the first-aide kit and got to her feet, shuffling around the mats to the others side of the tunnel. "Who's there?"

Angel almost cried out in relief as Max rounded the corner…only four of the eleven who had volunteered to stop by the other camp remained. Max sucked regretfully at her split lip, pulling the pistol out of her belt and letting it fall on one of the mats. The barrel had been bent horribly.

She nodded to Mary, "Can you patch these guys up?"

Mary nodded, surprised at the flat tone in which Max spoke. Without even glancing at the new tunnel, Max shuffled blindly across the sea of mats to Angel's side, her face drawn in the dim light. She sat down noiselessly, crossing her legs and running a blood-streaked hand over her face.

"Are you okay?" Angel asked nervously.

Max nodded, taking a deep breath, "How's Nero?"

Angel glanced at Rail, responding herself when it appeared that he wouldn't speak, "Not good. Mary says the bullet missed all the important stuff…but infection is still a risk." Max nodded once, the same grim acceptation in her eyes when she's first seen Nero's wingless state.

"So be it," she muttered.

Angel jumped as Rail suddenly leaned forward, grinding his fist against the ground with angry fire in his eyes. "So be it?" he hissed, "So be it, Max? Is that all you can say? Nero's dying, Max…dammit look at him!"

Max gritted her teeth, her tone sharp, "Why is this kid so important to you, Rail? Hundreds have died before him and you've never shed one tear…why is Nero different? If anything he should be less! He betrayed our position to Itex…"

"On the grounds that I would be killed," Rail interrupted, bristling noticeably as Max got to her feet. "I'm not finished!" Max spun around to face him, tears brimming in her eyes, "I am…Rail. Okay? I'm finished. Look around you! There's no one left! Everyone's dead."

"Not everyone!" Rail protested, "There's still some left…we can build up, regroup, get a new plan. We've done it before, why is now so different?"

"Because," Angel whispered, interrupting their fight, "by the time we regroup…everyone _will_ be dead," she glanced at Max, tears in her eyes, "the virus…remember? Every fledgling will be killed." She buried her face in her hands, "And there's nothing we can do to stop it."

Rail fumed, his face pleading, "You can't just give up now…you're our leader."

Max hesitated, staring down at Nero's troubled face, her hand clenching at her side. She turned away, her gaze on the floor, "Not anymore…I resign." Her boots echoed hollowly as she weaved through the mats, the countless eyes of young fledglings and Erasers following her until she turned a corner in the bend and disappeared.

Rail scrubbed the heel of his hand against his eyes.

There was no way this could be happening…

* * *

_Nero sat with his knees drawn up to his chest, the cold press of the ocean-pitted rocks against his bare feet made his shudder. A lighthouse flashed somewhere in the distance, its tall structure concealed by the thick bank of fog that rolled off the sea. Nero buried his head into his palms, trying to choke back the wave of hurt welling up in his throat._

_Black feathers floated all around him, soon followed by white…brown…gray. The feathers bobbed in the black water, each one floating carelessly on the surface before being sucked under into the fathomless ocean. _

_Everything was falling apart…_


	26. Chapter TwentyFive: Puppet Master

A/N: eh...this is just a really short filler chapter to prepare you for the next one. Not much going on but it was nessasary. Also, my creative spirit has turned into a ghost and I can't seem to find it anywhere...so you'll have to forgive me if this chapter is a little dry. I'll juice it back up once I find that stupid ghost...grrr...

* * *

The Riddlyr

Chapter Twenty-Five

Rail rocked back on his heels, pressing his lips into a thin line as he watched the dirty water of a flooded tunnel rush passed. Far behind him, the muted noise of the new base could just barely be heard…the place where everything was crumbling. The skeleton of a leaf danced precariously on the water, sending ripples sliding up the bank, soaking the hem of Rail's pants.

"Rail?"

Mary's soft voice floated from behind him. Rail kept his eyes fixed on the far side of the flooded tunnel, tracing the lines on the palm of his hand carefully as Mary sat down next to him. The river flowed passed in silence for several minutes.

"It's not over yet, you know," Mary offered quietly, her tangled hair providing a curtain to shield the concern on her face. "It's been several hours since Nero was shot…and there's no sign of infection…maybe there never will be. He'll live…and we can still go on, right?"

Rail picked up a pebble from the ground, carefully rolling it between his fingers with a worn look in his eyes. "Max is gone. Itex will destroy the fledglings before we have a chance to regroup. Almost everyone's dead. Nero's not the only one I'm worried about…"

Mary chewed on her lip, sliding her scarred foot out of its rumbled shoe and slipping it into the water. The current parted around her, staining her skin a faint brown from all the dirt hitching a ride on the Waterways. Mary pulled her foot out, wiggling her toes thoughtfully in the dim light.

"You see how dirty it is?"

Rail glanced at Mary's face, burned beyond recognition, the only hint of humanity being the spark left in her eyes. She turned to him, sliding her foot under her knee and rubbing at it with the hem of her shirt. The dirt washed away as easily as it came.

Mary let her foot slide back in the water, "See? No matter how dirty it gets…I can still clean it off. And no matter how many times I put my foot in the water…it always gets dirty."

Rail took a deep breath, biting back his impatience, "Yeah, so?"

"_So_," Mary stressed, "it's like the world. We can clean it up all we want, but someone always has to go and stick their foot back in the water. Sometimes it seems hopeless…like the world can never be fixed. But if it really is true that history is doomed to repeat itself…then the good will always win, right? Because the good always wins…it has to."

Rail hugged his legs against his chest, rustling his wings and resting his chin on his knees. He stared at the water curiously, letting Mary's words replay in his head. If good was destined to win…why did it have to be so hard?

"I was thinking," Mary said suddenly, "about something Max said."

Rail bit back the surge of anger in his chest, "Yeah?"

Mary brushed the hair out of her face, "She said you care more about Nero than you've ever cared about anyone before. I've noticed it too…whenever you visited Scribble City before you always seemed to distant…bitter somehow. But when Nero came…it changed. Why…"

"Nothings changed," Rail interrupted, his hand curling into a fist.

Mary blinked, a frown tugging at her lips as she stood up.

Rail let her leave, returning his stare to the water. He glared at the dirt-stained tunnel walls, the anger he'd kept buried rising in his throat. The water would always be dirty…there was no cleaning up a mess like this! Mary didn't know what she was talking about…

The wall was bitterly cold as Rail leaned back against it, the rough stone biting into his wings uncomfortably as he closed his eyes. Why did he care if Nero died? The kid was worth nothing now that Itex had taken what they wanted from him. He was just getting in the way…a betrayer.

A stone clicked a ways up the tunnel, sliding soundlessly into the water. Rail groaned and pushed away from the wall, burying his head into his hands. How could he think that? Nero was…what was Nero?

_The brother I never had.

* * *

_

Angel brushed her hand over Nero's forehead, breathing a sigh of relief and letting a smile slide across her lips. His fever had gone down…so much in fact he was almost cold. Wordlessly, she fished a thin blanket out of the supplied from the old base, letting it settle over Nero's form.

Subconsciously, she reached for his thoughts, pulling back suddenly as if she'd been stung. Angel stared at Nero's closed eyes, her heart pounding as she glanced over her shoulder. The small groups of young Erasers and fledglings were scattered far away from her, most sleeping soundly, exhausted from their flight.

Angel took a shuddering breath, bracing herself as she reached out once more…

* * *

_Nero twisted around, ignoring the biting spray of the ocean on the back of his neck. It felt like someone was watching him…just out of sight. The constant rain of feathers stopped suddenly, the last stragglers from the storm sucked under the black water. _

"_Water," Nero breathed, stretching his fingers into the waves._

_He prayed it was Angel watching him. He prayed that she would hear…_

"_Water."

* * *

_

Rail jumped when Angel brushed her light fingers over his shoulder. She looked troubled, her brow furrowed as she folded her arms across her chest. "I saw his thoughts," she said flatly, "he wants to tell us…water."

"Water?" Rail repeated, still distracted from his talk with Mary.

Angel nodded, sitting down beside him, "He was sitting on a big rock by the ocean…" she shook her head, rubbing two fingers across her temple, "…it was strange…I've never seen peoples thoughts like that before. It's always been a voice…their inner voice simply speaking to me. Nero…its like he _showed_ me instead. Water…that's all he could say."

She slumped her shoulders, "Water."

Rail closed his eyes, taking a deep breath.

Why water?

_Itex was set near the edge of Fallbrook, away from the city where they could avoid unwanted complaints. They controlled the world from the outskirts, the puppet masters hidden in the shadows. They could have anything they wanted…all they had to do was ask._

_Fallbrook…a city built for the soul purpose of housing Itex. _

_A city built upon a network of tunnels._

_The Waterways…_

Rail's eyes snapped open, "Angel…I get it."

Angel flinched as Rail lurched to his feet, almost pushing her into the stream in his hurry to get passed. She gritted her teeth, pulling herself to her feet and following him as he lurched toward the new base. Water…what was there to get?


	27. Chapter TwentySix: New Plan

A/N: jeeze...this took me a really long time to update. I AM SO SORRY! First I had writers block and then the computer crashed and then the website was down...505 error or something liek that...but it doesn't matter what it's called all that matters is that it kept me away from my stories! But now i'm just making excuses and rambling slightly so lets just say forgive me? Enjoy this new...yet depressingly short...chapter. **:sob:

* * *

**

The Riddlyr

Chapter Twenty-Six

The sun was cradled low in the sky, casting the world below in a cascade of bruised shadows. The busy streets of Fallbrook fell silent as the stars riddled the sky, winking at the solitary figure swaying slightly at the edge of the dam.

Max shoved her hands into her pockets, wiggling her fingers against the fabric in an attempt to brush away the cold. She tucked her chin into her coat and closed her eyes, taking a deep breath of the smoggy air. The gravel under her feet crunched as she swiped at the pebbled with the edge of her boot, watching as they fell endlessly down the towering concrete dam.

"What am I doing?" Max moaned, running a scarred hand over her face. The abyss of the dam faded behind her as she shuffled back toward Fallbrook, her eyes locked on the ground. Maybe she'd make it back to the city in time to see her last sunset…maybe she wouldn't.

The faint outline of Itex was barely visible in the dim light, blurred by the distance and the common city smoke in the atmosphere. Max stopped walking, her eyes fixed on the buildings faded outline. Itex always got what they wanted.

That's the way it had always been…

The metallic taste of blood filled Max's mouth as she bit down hard on her tongue, her eyes watering as she continued the last stroll of her life. By this time tomorrow Itex would release the virus…and every fledgling alive would be destroyed from the inside out.

The cold breeze bit into Max's face as she tilted her head back, the tears turning to ice drops and freezing to her chin. A flash of color caught her eye…the distant trees that boarded the city…showered in a cascade of autumn gold. Max paused, tilting her head and letting everything wash away.

Why did it have to end?

* * *

"Rail," Angel moaned, her face drawn as she shambled back into the tunnel, "why do you have to run? Honesty…it's not like it's the end of the world…" she paused, her heart sinking, "…oh."

Rail was crouched next to Nero's still form, Memo sitting cross-legged by his side with a confused look on his face. Rail glanced up as Angel sat next to him, her eyes averted from Nero's pallid face.

"I get it," Rail ran a hand over Nero's face, his eyes sparking as he turned the idea over in his head, "Angel…what do you remember about the Angel Virus?"

Angel shrugged, "It ruined everyone's lives."

Rail snorted, "No. I mean in the beginning…do you remember what went wrong?" He ignored Angel blank expression and continued his rant, all the while his fist tightening around Nero's limp hand, tears brimming in his eyes. "The Angel Virus was created as a test…a test that went wrong during the incubation period."

Memo shifted uncomfortably, "Sorry…what?"

Rail dropped Nero's hand, sighing with frustration, "When a virus is created…any virus…it takes a certain amount of time before the virus can become effective. An incubation period. Usually spent in a secure and below temperature environment…and environment completely dried out."

Angel chewed at her lip, her eyes still blank.

"Dry!" Rail exclaimed, slamming his fist against the ground, "God, Angel…don't you see? It has to be stored in a cool and _dry_ area. If the virus gets wet during the incubation period…"

"The virus fails," Memo finished, a wolfish grin spreading across his face.

Angel ground her fist into her chin, her brows knitting together as her lip split under her teeth. "So…you're saying…if the virus gets wet before the incubation period is over…it will be destroyed?"

Rail nodded excitedly, "That's what Nero's been trying to tell us…_water_! We have to flood Itex! It's the only way to stop the virus without getting everyone killed."

Angel got to her feet, a bemused look still on her face as she paced the foot of the mat. "So…what? We carry buckets of water up to Itex without anyone spotting us and pour it over a _heavily guarded _incubation room…and you expect us to live?"

"Angel," Rail said slowly, placing his hand on her shoulders, "listen very carefully…what is the city of Fallbrook built on?"

"The Waterways," Angel shrugged.

Rail paused, waiting to see if it would sink in.

"Jesus Christ!" Memo leaped to his feet, his face burning, "are you that dumb? We block the Waterways…and the water has no where to go…"

"But up…" Angel finished, her eyes shining.

"Flooding Itex," Rail breathed, slowly sinking back to the floor, "and the virus."

"But, Rail…" Angel crouched next to him, glancing over her shoulder at the groups of young fledglings and Erasers in the tunnel, "they're just kids. We need an army to do this…where's your army?"

"Right here," Rail said bluntly, his face grim, "these kids…they're more than we could every hope for. You don't understand what they've been through. Mary, Memo, you, me…we're all the army I need."

Angel bit her lip, "I wish Max was here."

The smile faded from Rail's face, "Yeah…well…we can live without her."

Rail crouched in the dark, his eyes slowly adjusting to the dim light. Angel had turned the lights out just moment before, insisting that everyone get a good night sleep before Rail sprang his plan on the children. She had convinced herself that if the kids were going to die in a battle…they would die resting and well fed.

Rail smirked from under the cover of his hand.

She was such a mother figure.

Nero's pallid face swam into focus, and Rail's smirk faded. A mother figure…just what everyone needed. Just what Nero needed…

"Hey, bud," Rail whispered, keeping his voice low as he placed the palm of his hand over Nero's forehead. The skin burned under his palm, "Thanks for giving us what we needed…I would have never figured it out."

Nero's eyes remained closed.

"I wish you could see it," Rail whispered, "I wish you could see us kick their ass."

Nero's lips twisted, his eyes swimming beneath his lids.

"I'll kill everyone of them for you," Rail continued, his hands curling into a fist, "I'll kill every one of those bastards. Just for you…little brother."


	28. Chapter TwentySeven: Awakening

A/N: HEY-YA! I got over my writers block so prepare to be bombarded with updates and long chapters that are absolutely brimming with gushy action and pouring bloodie revolutions! Oh...just not in this chapter. This was a preperation chapter. All chapters from now til the end are going to be fast paced and full of kick-your-butt action. And it's mostly because...you guessed it...i'm nearing the end of the story! Enjoy it while it lasts! The ending will blow your brains across the flood like bannana pudding!

* * *

The Riddlyr

Chapter Twenty-Seven

Rath curled his head against his knees, biting his tongue and squeezing his eyes shut to block out the pain. His hands, bloodied and raw, screamed as he dug his worn claws into his scalp, welcoming the flow of blood. It had taken everything he'd had to dig that tunnel…the Dealers still caught him at the last moment.

A whimper brought Rath out of his thoughts, his eyes sliding to where another crumpled Eraser was slouched next to him, his bloodied muzzle buried under his hands. Rath tightened his hand into a tight fist.

Nothing made sense anymore.

He could feel it…lost memories digging just below the surface of his conscious mind. Memories of strength, greed, power…and hate. So much hate. And behind it all…the boy from the cell. The human who smelled of fledglings…the fledgling-who-wasn't…who had called Rath his friend.

_Friend?_

Rath gritted his teeth together, pressing himself closer against the new cell the Dealers had thrown the captured refugees into. His thoughts remained muddled, just out of reach behind a thick layer of fog.

Friend…who was his friend?

"Nero…"

Rath's heart jumped at the whisper-thin voice that struggled from the shadows. The hairs on the back of his neck stood on end, a low growl forming in his throat as he pushed himself onto the balls of his feet, ready to attack. A raspy breathing could be heard just out of his eyeshot, shrouded in darkness and the thick smell of blood.

Rath wrinkled his nose, the smell overpowering him as he crept forward. The figure in the shadows lurched into focus…the other fledgling, the older man, lay in a crumpled heap in the corner. Scarlet strips of flesh could just be seen through his torn shirt, blood easing steadily from the open wounds into a clouded puddle at Rath's feet.

Rath's heartbeat picked up several notches, his nostrils narrowing in an attempt to block out the blood. This man had been in his cell too…he'd fought when the Dealers came to stop them.

He was one of them that didn't make it…

"Nero?"

Rath flinched at his rasp, his eyes narrowing, "No."

The stranger's head lolled to face him, his eyes fixed unseeing on some point in the distance. A frown tugged at his lips. "Oh…I thought," his eyes shifted into focus, a trickle of blood snaking from the corner of his mouth, "…I know you."

Rath shook his head roughly, his heart racing, "No."

"You helped…"

"No!" Rath bellowed, slamming his boulder-like fists into the cement just inches from the bleeding man's face. The stranger didn't even flinch, the dim light from the single candle reflecting in his dry eyes. "You're a good person," the stranger rasped, his head slumping back to its original position.

Rath tightened his fists, blood seeping through his clenched teeth as he bit into his own tongue. The boy from the cell…he'd called Rath his friend? The hate from his previous life boiled beneath his chest as Rath shrunk back to the wall, rocking back and forth with his eyes fixed on the far wall.

He was…a good person?

* * *

Rail ran his hand over the crumpled map spread out on the ground before him, transferring the black marker from his mouth to his hand and popping the lid off in a fluid motion. The map was yellowed and crinkled at the edges, torn in several places and smudged from years of being waterlogged. It showed nothing besides a complex maze of thin gray lines.

"This is where Itex sits," Rail explained, sweeping a wide circle over a section of the map with his marker. A handful of the oldest fledgling and Erasers in the new base leaned in over the map, doubt riddling their faces as they shifted from one foot to the other.

"Here. Here. And here," Rail slashed three X's across seemingly random tunnels that spider-webbed away from the circle representing Itex, "is where the main water tunnels that lead to Itex are positioned. At the end of each tunnel is a latch."

Rail rustled the map, his brow furrowed in concentration as he ran a finger along one of the gray lines, "These latches…haven't been used in years. They're probably rusted beyond use…"

Memo wrinkled his nose, pushing Angel's hand from his shoulder and leaning in for a closer look at the map, "And this helps us…how?"

Rail gave him a withering glare, "The latches respond on a hair-trigger. Even a small explosion at close range would set them off, activating the emergency floodgates in the tunnels. All it takes is a little nudge…and the floodgates close. The water has nowhere to go but back to Itex, where it will leak in from the very foundation."

Several of the younger soldiers shuffled doubtfully, shooting worried glances at each other from across the circle. Angel frowned, her heart clenching. They _were_ only kids after all…this was too much for them.

"Rail," Angel whispered, "maybe we should rethink this…"

Memo snorted, snatching the map from Rail's hands, "Yeah, whatever! We can do this, right? Set off a couple explosives, unlock a few latches, flood out the root-of-all-evil building…no problem."

"Where are you planning on getting explosives?" Angel moaned.

Rail rubbed the back of his neck sheepishly, "I, uh…actually already have some."

Angel blinked hard at the black leather bag sitting at Rail's feet, folding her arms slowly across her chest with a stern look in her eyes, "Where did you get that?"

Rail dropped his gaze, "They're Iggy's…I didn't have the heart to throw them out after…" he trailed off, pushing the black bag in a more comfortable position on his other side. Angel pretended not to hear, returning her blank stare back to the map which Memo was hopelessly turning around and around in his hands.

Memo dropped the map to the ground, a wolfish grin on his face, "Let's go!"

Rail stood up, awkwardly shifting the bag to his shoulder, a wary look in his eyes. He glanced at Angel who, in turn, shrugged and looked away. Rail rolled his eyes, turning back to Memo.

"Memo…you're not coming."

Memo's jaw dropped, his eyes bugging as his hands curled into fists at his side. The young fledglings standing near him took several shuffling steps back, their stare straying to anywhere but the ridged Eraser Pup. "WHAT?!"

"Memo," Rail tried desperately to reason, the words pouring quickly from his mouth in an attempt to calm the Pup before he went haywire, "I need you here, okay? Someone has to stay behind and look after the kids…"

"So leave Mary!" Memo snapped.

Rail sighed, running a hand over his face, "We need Mary to help set off the floodgates, she's one of the oldest soldiers we have…"

"I'm old!" Memo protested.

Angel smiled sadly, laying a comforting hand on his shoulder, "You're nine."

"What's the difference?" Memo snapped, sitting down hard on the floor, a scowl set across his face. Rail shifted the bag to his other shoulder, carefully crouching next to the sulking Pup. "Hey," Rail whispered, making sure none of the others could hear, "Memo…I really need you to stay here, okay? Someone has to look out for Nero while I'm gone…I only trust you."

Memo raised his red-rimmed eyes a fraction and sniffed, "Really?"

Rail nodded, patting him on the shoulder, "Really."

Memo kicked at a pebble, "Aww…I really wanted to kick their asses."

Rail stifled a bark of laughter, catching the disapproving look in Angel's face, "You really need to stop quoting me, okay Champ? We're taking the kids out now…can you handle it here?"

Memo didn't respond but made no motion to follow them as Angel and Rail herded their new army away from the new base. He waited until they had been gone for several seconds before raising his eyes to the spot they had vanished.

"Good luck."

He hauled himself to his feet, scanning over the remaining handful of children that were left at the base. Most of them were asleep, wings of fledglings brushing carelessly beside pawed hands of Eraser Pups. Memo took a deep breath and shuffled over to where Nero was laid out on his own mat.

Nero didn't stir as Memo sat roughly down next to him, chewing thoughtfully on his lip as Nero's chest rose and fell in a steady pattern. Memo glanced nervously over his shoulder and grinned evilly, brushing back his ragged hair and leaning over Nero's still form.

"Hey!"

Memo shook Nero's shoulder.

"Hey wake up! Come on, I don't want to be here all by myself!"

Nero's head lolled to one side, his lips parting slightly as the air drizzled from his lungs. Memo sat back down, folding his arms crossly over his chest, "Fine then! But I'm warning you…if Dealers rip this place apart, you're the last one I'm gonna save."

No response.

Memo huffed moodily, turning his back on Nero the way a child might turn his back on a brand new ice-cream cone that had fallen in the dirt. He scuffed nervously at a rock and whimpered, the darkness of the tunnels pressing in as the lamps burned low. The hairs on the back of his neck suddenly stood on end, electrified by the soft voice behind him…

"Memo?"

Memo spun around, his back cracking in his rush to face the voice.

It was Nero.

He was awake…


	29. Chapter TwentyEight: Of Explosions

A/N: Horray for EXPLOSIONS!! Bwahahahah!

* * *

The Riddlyr

Chapter Twenty-Eight

The detonator pad snapped easily into place, a little yellow light blinking rapidly to show it was locked and loaded. Rail smiled grimly and unrolled the coil of wire from the little box, carefully stepping backwards to the far side of the tunnel where a third of their new army was waiting. Several of them eyed the box cautiously as Rail strapped it firmly to his hip and unlatched the two-way radio from his belt.

"Hey, Angel…are you ready or what?"

The radio cracked and fizzled but no voice was distinguishable.

Rail sighed, tilting his head back to glare at the ceiling in frustration. The original idea had been to stay as a large group, setting each bomb up one at a time to be sure everyone stayed together. It was Angel who had suggested splitting into three parties…she had insisted they would finish quicker.

"Angel! Pick up the damn radio!"

Angel's splintered voice finally filtered through the white-noise, "Hang on a sec, we just found the hatch and we're still setting up. Call Mary…she's a little wet behind the ears when it comes to high-powered explosives."

Rail waited for Angel's fuzzy transmission to end before switching the radio to the different channel. He noticed the young soldiers shifting wearily behind him, their eyes still glazed over from lack of sleep. He rolled his eyes and secretly swore that he would never recruit children in a battle ever again.

"Mary can you read? How's things going?"

It took several seconds before Mary's voice finally came, the fuzz on her channel was worse than Angels. "We're good to go," she sputtered, half of her words lost in the noise, "how are you and Angel coming along?"

"Wait for the signal," Rail ordered, not bothering to answer.

He switched it back to Angel's station, wearily slumping against the wall and running a hand through his frizzled hair. This whole war had taken at least ten years off of his life…Christ he was going to die young for this.

"We're ready!" Angel snapped, clearly aggravated that her first two attempts at sending the message had failed. Rail nodded to himself and turned to face the children, "Okay, listen up everyone. This is going to be very loud, very bright…and very…explosive. I don't want anyone getting hurt so step back…_way_ back."

The children shuffled nervously farther down the tunnel until the lanterns in their hands were simple pinpricks in the dark. All of them were pressed uncomfortably close to the wall to avoid the rushing water just inches from their sneakers. Several had already fallen in and bore the marks of wet pant legs to prove it.

Rail chewed on his lip and continued rolling out the wire until the length ran dry. He fumbled the radio and the detonator box in his hands, pressing the speaker awkwardly to his ear and pushing the button with his shoulder.

"Ready for this?"

There was only fuzz.

Rail rolled his eyes in frustration and took the chance that Angel and Mary had received his fuzz-message and took it as a respectable signal. He glanced over his shoulder at the nervous kids, "Everyone ready? Okay…three…two…"

* * *

Nero rubbed a dirt-streaked hand over his face, desperate to scrub away the prickly feeling beneath his scalp. It felt as if his entire body were burning with a low fire, making his skin itch and sweat…the bottom line; it was downright miserable.

"You okay?" Memo panted, running up from where Angel had stored the supplies and handing Nero a plastic container of bottled water. Nero shook his head, still too worn out to speak, and let the cooling water run down his throat.

Memo frowned, crouching next to him, "If you drink that any faster you're going to drown," he mused. Nero lowered the bottle from his lips, sucking in sharp breaths in an attempt to refill his lungs. Memo snickered wolfishly and flopped down on the once-occupied mat, his hands folded neatly behind his head in a perfect picture of ease.

"What happened?" Nero shuddered, a line of goosebumps spreading down his spine. Memo shrugged half-heartedly, "You got shot…or something. I don't know I wasn't really paying attention. Plus I have the attention span of a folded napkin."

Nero snorted, taking another long drink, "That's not funny."

Memo shrugged, pulling himself into a cross-legged position, "Okay then…after you were shot Rail brought you back here. Mary fixed you up…and then Max came back. She wasn't very happy and started rambling on about…I dunno…she quit, or something. Than Rail had some kind of revolution…" Memo trailed off, examining his nails, "…and now they went to go kill of Itex!"

Nero almost choked on the water he'd been swallowing, "What? They already left?" He hauled himself to his feet, letting the bottled water drop to the floor and trying his best to ignore the way the world was spinning. He stumbled dizzily across the mats, pressing the palm of his hand tightly against his forehead and squeezing his eyes shut.

"Hey!" Memo snapped, jumping to his feet and chasing after him, "where the hell do you think you're going? Rail told me to keep you here! He'll kill me if he actually succeeds in destroying Itex only to find out that I let you drown in the tunnels. HEY!"

Nero ignored him, shuffling awkwardly to where Angel kept the supplies and dropping to his knees. He fished out two flashlights from the piles and after much digging…a pair of short daggers badly in need of a sharpening. Memo stood over him with a wolfish frown.

"What are you doing?"

Nero shoved the flashlight and knife into Memo's arms, "We have to go help."

Memo instantly dropped both items, folding his arms stubbornly across his chest, "No. Nuh-uh. No way. There is _not a chance_ this is going to work. For starters…there's only two of us! I'm only a Pup! _And _you've got a freaking hole in your chest! Not to mention…you're human now, dunce! No more neat-o muscles, no more jumping ten feet and fighting with the fury of an animal."

Nero paused, missing the weight of the wings on his back. His eyes slid down to the blackened marking on his wrist, the only evidence of his life as a fledgling. He shook his head, turning to face Memo and waving his wrist in front of his face.

"This says otherwise. I _was_ a fledgling, Memo. That means if the virus gets loose…I die too. Now…you're either with me, or your not."

Memo pressed his furry fist against his chin, his eyes narrowing. Several moments of tense silence passed…then Memo shrugged, "Yeah, okay. What's a day without bringing an evil corporation to its knees, right?"

Nero grinned, pressing the blade back into Memo's palm and hefting the flashlight in his hand. "Now…which way did Rail go?"

Memo opened his mouth…and paused.

"Memo?"

He flapped a clawed hand, "Hang on a seconds…I'm thinking."

Nero's jaw dropped in disbelief, "You don't know where they went?"

Memo grinned sheepishly, "Well…I'm pretty sure they told me…but, you know…folded napkin, remember?" He waved his hands for silence before Nero had a chance to open his mouth, "Look, we can figure this out! They're trying to kill Itex right? So what better place to start than the head? I say we go straight to Itex."

Nero ran a hand through his hair, resting all his weight on one leg and frowning in frustration. It did make sense to go straight to Itex…but how would they get in? The waterways were always an option. They would crawl right under Itex and come up through…well, there was bound to be a hatch somewhere.

"Okay," Nero said after several minutes of self-debate, "Itex it is."

Memo punched his furry fist into the air, "Whoo! Let's go! Let's go!"

Nero suppressed the feeling of dread in his stomach as he followed Memo into the tunnels, the flashlight gripped tightly in his fist. There was something wrong about this…something that wasn't fitting in. A little nagging kept tugging at the back of his mind…something about water?

Back in the new base, a five-year-old Eraser Pup who had been too young to scout out the latches woke to the sound of receding footsteps. She rubbed her eyes blearily and glanced around the almost empty tunnel, fear rising in her throat. Only eleven little children remained.

Where had everyone gone?

With a faint sound like a dying mouse, the Pup curled her knees to her chest and buried her head into her knees. Her little sobs carried easily through the empty tunnels.

Where had everyone disappeared too?

* * *

Rail pressed the button next to the rapidly blinking light with a shaking finger, squeezing his eyes shut and stumbling back a few more steps.

"One!"

The walls crumbled with a deafening eruption of sound and dust. The once immoveable structure of the heavy concrete floodgate that had been suspended just inches above the water moments before…collapsed into the tunnel. Brown spray showered the wall, followed closely by a gusting wind laced with debris.

Rail plastered himself against the wall, raising a hand to his face to block out the rushing dirt and pebbles that had been blown airborne. In the sudden hurricane of rocks and water…a flash of black darted through the explosion.

The piercing scream of a young fledgling brought Rail crashing back to earth. He spun around, his foot sliding into the water and sticking in the scum that layered the bottom. A disgruntled cry tore from his lips as he twisted around, popping the ankle out of place as the still-settling dust blurred his vision.

A familiar searing pain tore across his shoulders.

Hot breath spread across the back of his neck.

Lamp-yellow eyes floated just inches from his face in the darkness.

The Dealers had found them…


	30. Chapter TwentyNine: Waterbound

A/N: only two (or three...i haven't decided yet) chapters remain!

* * *

The Riddlyr

Chapter Twenty-Nine

Rail dug his elbow into the heaving flank of the Dealer fastened to his back, shoving him back with a hard grunt until his bones cracked against the wall. The Dealer's grip loosened slightly, its razored claws retracted as it snorted in pain. Rail pulled back immediately, feeling his skin tear free from the Dealer's iron-locked jaws.

The dust and debris continued to swirl around them like a hurricane trapped hopelessly underground. The seemingly never-ending spray of water had lessened, giving Rail the slightest of glimpses at the once unmovable floodgate guarding the tunnel. It had collapsed in on itself like a folding chair, completely blocking the flow of water rushing away from Itex.

A scream cut through the noise as Rail spread his wings, panicking as he rushed upward toward ceiling of the narrow tunnel. His head hit the cement top hard, jarring his thoughts and cracking his neck back as he struggled to hover just out of the Dealer's reach.

Through the dust Rail could just make out the blurry outlines of the young soldiers who were hopelessly grounded to the cement floor. The dark flashing shapes of several Dealers were circling them quickly, sun-shot blinking rapidly in the dim light.

"Run!" Rail bellowed, his shoulders screaming as he struggled to stay airborne.

A skinny Eraser Pup, probably the youngest in Rail's group, morphed immediately. His innocent kid's face stretching into the snout of the hideous monster Rail had spent most of his life hating. The tiny wolf Pup launched himself at the nearest Dealer with a undersized snarl, fastening his pin-point teeth into the Dealer's neck and holding on like a vice.

The Dealer snarled, more annoyed than hurt, and bucked frantically, trying to dislodge its newly acquired tick. The rest of the young soldiers made a run for it, darting passed the hole the little Pup had managed to open in the Dealer's running circle.

Rail dove forward, sweeping low over the Dealer's heads in an attempt to create a distraction that would let the kids get away. The Dealer's ducked, several of them taking the bait and breaking the circle to swipe at Rail's feet. In seconds, the young soldiers had disappeared, some taking flight while others morphed and dropped on all fours, scattering dust in their wake as they darted around the nearest corner of the tunnels.

Rail grinned, his heart pounding in his chest as he swooped after them, leaving the circle of once-powerful Dealers standing with their sights locked on the empty tunnels, confusion dominating their yellow eyes.

* * *

Nero sloshed through the dark tunnel, keeping his flashlight fixed on Memo's back as he led the way. His side throbbed where the bullet had pierced the skin; the haphazard stitches Mary had managed to fasten began to loosen, releasing fresh rivulets of blood down his side.

"How much farther do you think?" Nero whispered, afraid to break the silence.

Memo shrugged, his usually giggle-torn face solid and sober.

A low rumble broke the stillness, shaking Nero's ribs and causing the walls to ripple like water. Several cracks formed in the tunnel wall next to Nero's hand, making him pull back sharply as chunks of the ceiling collapsed into the river beside them.

Nero paused, the blood roaring in his ears as he waited.

Memo shuddered, sweeping his flashlight over the wall, "What the hell was that?"

Nero took a shaky breath, scowling as his flashlight flickered and died out with a faint pop. He tossed the useless piece of metal into the water, hugging his arms close to his chest to ward off the cold. "It sounded like an explosion." The walls groaned with the aftershock, raining smaller debris from the ceiling.

Memo pressed his lips into a thin line, his eyes narrowing, "Let's go…"

* * *

Rail landed with a sharp intake of breath, his twisted ankle throbbing as he limped down the tunnel to where the rest of his group huddled against the wall. The usually pouring water was still and silent, falling into a sort of peaceful flow as the push from above was deleted.

"Is everyone okay?"

The kids shuffled and shifted, none of them responding. Rail made a quick headcount, his heart sinking as he fell short. Three were missing from the original nine. He ran a hand over his face, trying to think positively. They could still be in the tunnels, separated from the group in the bedlam of the attack.

"Come on," Rail said wearily, pulling the kids to their feet, "we'll go back to the base and pick up the others. Hopefully Angel and Mary will be there waiting."

* * *

Angel scowled as she pushed her detonator pad into her belt, shuffling along the tunnel that lead back to base half-heartedly. She's punched the yellow button several times but the explosives had refused to launch. After several minutes of messing around with the wires, she simply gave up and started the long trek home.

Hopefully Rail and Mary had managed to set theirs off.

The rush of air that welcomed them at the entrance of the base was refreshing, blowing back the sticky hair plastered across Angels face by the sweat of her labors. She sighed and tossed the detonator pad down on one of the gym mats, watching affectionately as the younger kids in her group flopped down on the mats with wide smiles.

Her eyes flickered across the room; almost instantly catching the sight of Mary crouched next to a kid in her group who supported a scraped knee. Mary glanced up as they walked in, grinning widely and motioning her to come closer.

"How'd did your mission go?" Angel asked, sitting cross-legged next to Mary.

Mary ripped a strand of medical tape with her teeth, her eyes flashing excitedly as she wound it around the young fledglings knees. "Oh, my God Angel, you should have been there," she rocked back on her heels, brushing a strand of burnt hair from her face, "it was absolutely amazing. The whole wall just blew up! No one was hurt except for this little one here…he fell over when the shock wave hit him. And you?"

Angel shrugged, pouting slightly, "Our detonator didn't work. Do you think it will still flood if only two tunnels are blocked?"

Mary frowned; patting the fledgling's newly bandaged knee and watching as he sprang to his feet and shuffled off. "It will take longer to flood…but it should still work the way we intended. I don't know…ask Rail when he gets back. He knows more about this warfare stuff than me."

Angel nodded, tilting her head back to glance at the tunnels entrance.

As if on cue, a group of ruffled, dirty, blood-streaked children shuffled passed the entrance; Rail herding them faithfully from behind. Mary sprang to her feet immediately, her scarred face lined with worry as she ran a medical eye over the wounded. Angel followed close behind, parting through the kids straight to Rail's side.

"What happened?"

Rail gritted his teeth, wiping a bead of blood from his forehead, "Dealers interfered. We still got the tunnel blocked…but three are missing. I don't know if they're just lost in the tunnels or…" he trailed off, rubbing the back of his neck and wincing.

He glanced up, "How did everyone else turn out?"

"Mary's good. Mine didn't go off."

Rail shook his head, glancing over Angel's shoulder with a strange look on his face, "That's okay, it'll still flood…" he trailed off, turning in a small circle with his brown knitted together, "…where's Nero?"

Angel glanced over her shoulder at the mat where Nero was laying when they left; her heart sank as she took in its worn blue surface…completely empty. "Maybe Memo knows…" she glanced around, biting her lip.

They were both gone.

* * *

Nero glanced over Memo's shoulder at the beam of light trailing away from his flashlight and disappearing into the darkness ahead. A hard knot formed in his stomach as he glanced down at the water which now lapped calmly against his torn pant-hem. Something was wrong…

"Hey Memo?"

Memo grunted, running the beam of light over the walls.

"Is it just me…" the water tickled at his calf.

"Or is the water getting higher?"


	31. Chapter Thirty: Break, Snap, Destroy

A/N: urgh...this took forever! I think the dreughs of writers block are still in my veins...hmmm...i'll have to go run around my house several times to get it out of me! Enjoy!

* * *

The Riddlyr

Chapter Thirty

Max stumbled slightly, slapping her hand against a nearby wall to keep herself from toppling over as a throaty tremble shook the ground. The shake passed in a matter of seconds, leaving Max standing with her hand on the wall and no breath in her lungs. Overhead, a flock of birds burst from a tree and took to the sky.

Max stared hard at the ground, her hand tightening into a fist as she watched the pebbles that had been shaken loose settle back into place. There was no way that could have been a normal earthquake…

Another smaller ripple shook the ground and Max immediately straightened herself up, taking off at a brisk sprint toward the fuzzy horizon. Her arms pumped at her side in a blur, the breath pounding in and out of her lungs, the few people that were walking in the park parted for her with disapproving glances.

She couldn't take flight here, so running was the next best thing.

Those earthquakes hadn't been natural. There was something going on that she didn't know about…something that involved Itex and her army. A stone settled in her stomach. She could only hope that she wasn't too late…

* * *

Nero was pounded with full-on panic, sucking in sharp breaths as the water lapped calmly against his chest, the freezing cold sinking into his bones. Memo had abandoned the flashlight, leaving only the faint glow of the constant dark-dwelling algae that lined the walls.

"I don't get it," Nero panted, his feet scraping along the bottom as he battled against the water, "why is it rising? God, it's like a flood or something!"

Memo stopped suddenly, his face dropping and turning white as a sheet. Nero bumped into him, his heart pounding. "What's wrong?" Memo didn't respond, his eyes were wide as he swept his sight over the rising water, the color draining from his cheeks.

"Water…" he whispered, more to himself than anyone, "…flooding…dammit!" Memo snatched up Nero's hand, pulling him roughly through the rising water, a new kind of urgency in his footsteps. Nero struggled to keep up, "What's wrong?"

"Remember how I said I couldn't really remember where Rail and the others had gone?" Memo panted, glancing sharply down a fork in the tunnel before making a sharp right. Nero nodded warily, the pit in his stomach widening noticeably. "Well," Memo gasped, the water temporarily lapping over his head, "I remember now."

* * *

Rail gritted his teeth until blood seeped passed his tongue, he screwed his eyes shut as tight as he could and tilted his head back to ward off the headache creeping just beneath his eyes. There was no way this could be happening. After everything he'd done…Nero was gone just like that?

A small fist tugged at his shirt.

Rail glanced down wearily, surprised to see a very young Eraser Pup with snarled blonde hair and bright green eyes. She wiped a stray tear off her cheek and sniffed hard, swinging her shoulders from side to side nervously. "Are you looking for your friend?"

Rail nodded slowly.

The Eraser Pup wiped a grimy fist under her nose, her eyes red-rimmed from crying, "I woke up and they were all gone…but I remember him saying something about…a head? The head of something evil?"

The truth hit Rail so hard he found himself breathless. His eyes darted to Angel, who was standing a few feet away looking as lost as before. She shrugged and shook her head, "What's she talking about?"

"Nero and Memo," Rail breathed, the headache he'd been fighting off since the explosion finally breaking through in full force, "they went to the head. They went back to Itex…"

* * *

Nero sucked in a lungful of water, his arms numb as he struggled to swim after Memo's distant form. The Eraser Pup took to the water like an otter, kicking his powerful legs and knifing through the filth like a slim boat. Nero gritted his teeth, his head scraping the ceiling of the brimming tunnel as he fought to stay afloat.

Memo kicked hard, shooting ahead another few feet before stopping with a sudden splash, his small fists reaching above him to the ceiling. Nero could just make out the small shafts of light that seemed to radiate from the ceiling.

"There's a hatch!" Memo coughed, knotting his fingers through the bars set hard into the ceiling. He pushed hard against the metal flap, only managing to submerge his head before bursting back to the surface sputtering. Nero finally covered to distance to Memo's side, reaching up the few inches left to the top of the ceiling and brushing his fingers over the chicken-wire hatchway pounded into the concrete.

"Help me," Nero groaned, slipping his fingers though the mesh and pulling down on it with all his weight. The thin wires groaned, several of them popping out of place near the edges, slapping the water just inches from Nero's exposed face.

Memo added his own weight, whining desperately as the wires uncoiled.

The hatch broke away with a snap, sending both of them crashing back into the water. Nero, blinded by the black water, could only sense that Memo was no longer at his side. Panicking, Nero turned over and over in the water, his lungs screaming for air as he searched for his friend's body.

A clawed hand dug into his scalp, wrapping a fist around a clump of his hair and pulling up hard. Nero surfaced just in time to take a deep breath before the water finally reached the tunnel's top, sealing both of them beneath the blackness…

* * *

Rail shoved his fist into his mouth, forcing his teeth down into his knuckles as he fought to bite back the anger spreading like fire across his chest. He could barely feel Angel's cool hand slipping onto his shoulder, her worried face swimming into sight as she crouched down to his level.

"Rail?" she whispered, shaking him slightly, "are you okay?"

Rail bit down harder, welcoming the warm flow of his own blood pouring down his throat. Angel grabbed his wrist firmly, gently pulling back until his chewed-up fist swung limply at his side. Rail fell back against the tunnel wall, squeezing his eyes shut until bright circles danced behind his lids.

"We'll get him back," Angel assured him in a quiet voice.

Rail took a shuddering breath and slowly shook his head, "No…we won't Angel. In a matter of hours Itex will be underwater…and Nero will be dead."

Angel's soft touch hardened into a vice on his shoulder, "How could you say that?" her voice was as hard as her touch, "After everything you've done for Nero your just going to give up now…when he needs you most?"

Rail gritted his teeth, his sight swimming with tears, "That's just it, Angel. No matter how hard I try, there's always something getting in the way. Whether it be a bullet or a Dealer…somehow it's like…Nero isn't supposed to live."

"You're wrong."

Angel bristled at the strange voice, her relaxed position stiffening as she spun around on her heels to face the stranger. Her muscles slackened almost instantly, her unwound wings dropping back into position as a wide grin spread across her face.

Max stepped awkwardly out of the darkness, a wavering smile on her lips as several of the younger soldiers turned to acknowledge her presence, their eyes bright. She lifted a hand in the air as if she was about to wave…but thought better of it and let her arm fall back to her side.

"I…" she paused, taking a deep breath, "I understand if you don't want me back…I was a jerk to walk out on you guys like that. I just wanted you to know…I'm here if you need me."

Angel nearly ran the short distance to where Max stood, her thin arms wrapping tightly around Max's chest as she buried her face in her shoulder, "Always. We'll always want you back. But…" she pulled away, glancing over her should to where Rail was crumpled against the wall, "…Nero's in trouble. We all are."

Max nodded, her face grim, "I know."

She unwound Angel's arms from her shoulders and walked stiffly to where Rail sat with his face pressed hard into his knees. She crouched next to him, ruffling his hair with a fond smile on her face, "Hey, kid…are you just going to sit here or are we going to rescue you're little brother?"

Rail raised his head slowly, "You…you'll help us?"

Max nodded, squeezing his shoulder, "I promised…remember?"

"Yeah," Rail muttered, painstakingly pulling himself to his feet. He stared down at his scarred palm, firmly curling it into a tight fist.

"I promised."


	32. Chapter ThrityOne: The End

A/N: this is the end! I hope you've enjoyed the ride as much as I have! ENJOY!

* * *

The Riddlyr

Chapter Thirty-One

Rath stared fixedly at the floor, his heavy clawed hand locked tightly around the bars of his cage. A loud snap had drawn him out of his thoughts, his curiosity forcing his bulky bleeding body to crawl the short distance across his cell to stare out at the empty hallway buried deep under Itex.

The grate in the floor had disappeared.

Rath whined like a worried dog, his lamp-yellow eyes lidded as he stared at the water welling up from the hole in the stone floor. The pitch black water spread across the floor like a fire, thin tendrils worming its way though the bars and soaking the floor. Rath shifted on his feet, glancing over his shoulder to where the injured man from the previous escape attempt swayed in the ankle deep water.

Rath flinched as the water around them exploded, sending a brittle cold shower of droplets up the walls and along the ceiling. He crouched down, firmly fastening his heavy palms over his ears to block out the noise like a child frightening of thunder during a storm. A cough wormed through is defenses, making his eyes snap open with recognition.

"Damn," Memo choked, hauled himself out of the hatchway and promptly collapsing on the flooded cell floor. He scooted his feet away from the hole as Nero clutched wearily to the edge, resting his cheek against the cold stone floor. Water boiled out of the hole, desperately searching for a way out of the blocked tunnels.

"Come on," Memo gasped, fastening his hands around Nero's wrists and tugging him out of the water. Nero shakily got to his feet, still coughing up tunnel water as he leaned against a nearby wall for support. The hatchway gurgled and the water began to spill in faster.

Rath pressed his scarred face against the cold bars, whining pitifully as the water snaked around his legs. He wiggled one of his arms through the thin spaces between the bars, desperately reaching for Nero's heaving body just a few yards away. Words formed on his lips…the first words he'd spoken since the doctors had destroyed his brain.

"Friend."

Nero glanced up sharply, trying to calm his bucking heart as he took in the bulking form reaching out to him from the shadows. Memo growled next to him, baring his pinpoint fangs and dropping into a half-crouch, "Stay back!"

"Friend…" the figure repeated.

Nero took a hesitant step forward, "Rath?"

Rath tried to pull his arm back through the bars, his eyes widening as the bulk of his muscles snagged in the thin space, trapping him even more. Rath's whine grew into a frenzied howl as he tugged viscously at his arm, tears welling in his eyes as his skin tore and his muscles ripped.

"No!" Nero shouted, grapping Rath's squirming arm and tugging it firmly into a safer position. Memo glanced nervously at the rising flood which now easily reached passed his thighs. "Nero," Memo hissed, clutching at his shirt, "there's no time for this…in a few seconds this place is going to be under water…with us in it!"

"I'm not leaving him," Nero said firmly.

The bars of the cell groaned under the sudden pressure of the water. Rusted screws that held them in place to the floor snapped and splintered. Nero took a quick step back as Rath gave one last tug, moaning as the bar that trapped his arm broke free, submerging into the water with a quiet slop.

"Come on," Nero urged, taking Rath's good hand and leading him away from his cell. Memo's eyes searched the dark spaces behind the collapsing bars, his nose twitching as he hunted for survivors. "Ugh," Memo pressed his shirt sleeve to his nose, his eyes narrowing, "there's so much blood in there…I can't smell a thing."

Nero let go on Rath's hand; carefully wading his way back to the cell and squeezing through the tight space Rath had opened up for them. The cell was pitch black…he couldn't see a thing. Nero silently cursed himself for throwing his flashlight away, reaching his arm out into the dark to feel his way along the wall.

A shadow bumped against his leg.

Nero's stomach dropped as he lowered his hand to feel the shadows face. His fingers trailed lightly across the top of torn flesh, warm blood staining his skin pink as he dropped farther into the water.

"Fang!"

* * *

Rail pounded his wings against the surging winds, gritting his teeth as he rolled off another swell and dropped several feet to Max's side. She gave him a thumbs-up, tilting her wings slightly and slowly sliding beneath the clouds. Rail followed after a slight hesitation, the blood roaring against his temples as the clouds parted.

Itex laid spread out before them, like a great stinking brick monster.

Even from hundreds of feet in the air Rail could make out the glistening specks of water welling up around the base as the blocked tunnels struggled to release their load. His heart sank as Max swung in closer, her face set in a hard scowl. They only had a few minutes before the building collapsed.

Nero was still inside…

* * *

Nero struggled to pull Fang's limp body through the rising waters, his shoulders screaming as he fought to keep up with Rath and Memo. Rath glanced back more than several times, his warped face riddled with worry as Memo tugged him forward. "There's stairs," Memo called back, putting on an extra burst of speed, "just up here! Hurry!"

Rath snorted and pointedly tugged his hand out of Memo's dwarfed grasp; he turned around in the tight hallway and sloshed his way back to Nero's side. With one swing, he wrapped his arms around Fang's limp body and hauled him to rest across his back. Nero smiled gratefully, accepting Rath's outstretched hand and leading them back to the stairs.

Memo glared at them from halfway up the staircase, his arms folded firmly across his chest, "Okay…do you _have_ a deathwish?" He sighed, running a hand through is matted hair, "The plan is to get out anyway we can. Rail already managed to do what he came to help with…so I guess our previous plan backfired."

He winced as Nero shouldered passed him.

Memo frowned and bounded up to meet them, his wolfish face torn with guilt. "Come on, Nero!" he pleaded, "You're not still mad about me forgetting the flood, are you? Look, I'm sorry I didn't remember sooner! Getting out should be easy though, this whole place is in turmoil."

He smirked, glancing down the stairs to where the water was slowly rising to meet them. "Looks like Itex has finally met an enemy they can't chew their way out of."

* * *

Jeb fastened his frail fist around the glass vial in his palm, his eyes frantically darting across the surveillance screens. Most of them showed nothing but black water…the other half showed Dealers and white-coat's alike, all of them milling about in panic.

A grim smile spread across his face.

In the thirteen hours since he'd taken the blood of the Riddlyr…they'd only had the chance to incubate a small sample of the virus. The tube in his hand cracked slightly as Jeb's grip hardened. He glanced down at the only source of completed virus that lay dormant in the vial.

He still had some of the virus with him.

He could still kill off hundreds of fledglings with the small sample.

He could still kill them…

"Sir," a Dealer stood tensely in the doorway, his eyes darting curiously to the seemingly empty vial in his master's hand. Jeb didn't bother to turn and face him. The Dealer shuffled nervously, "There's intruders in the basement. It's the Riddlyr…there's three others with him. Do you…want us to stop them?"

Jeb took a deep breath, lowering his ancient body into a hard wooden chair pushed against he wall. He stroked the silver nozzle of a small pistol in his lap, the familiar feeling of rage building behind his chest.

"No," he said softly, cocking a bullet into the chamber, "let them come to me."

* * *

Memo pounded his shoulder against the sleek metal door, "Agh!"

The door refused to budge. Memo leaned back against the wall, panting hard and wiping a trail of blood from his forehead. "It's useless," he gasped, "this is the third door we've come across…all of them are locked."

Nero bit his lip, "We'll just have to keep going up."

Memo bared his teeth, glaring at the ceiling, "That's just it…it's too easy. All the doors we've come to that aren't locked lead up. It's like they want us to go there."

Nero shook his head, glancing nervously at Fang's pallid face from atop Rath's back. If he was going to live…they would have to get out soon. He shook his head, "Memo…everything's fine. I'm sure they have the place on lockdown. It's only natural that they would leave the stairways open so people could escape. Let's keep going up."

The yawning stairways arched breathtakingly into the air. Row after row of white steps lined with metal fastenings. The railings that kept them from falling to their death four stories below seemed frail compared to the stone-strong steps that stretched on forever.

Rath whined from deep in his throat, shifting Fang uncomfortably on his back as his warm blood snaked down Rath's wiry coat. Nero glanced down at them nervously, biting hard at his cheek to keep pessimistic thoughts buried deep. Fang had lost a lot of blood…maybe too much.

"Hey," Memo called from several flights up, poking his head over the side of the railings, "there's a door up here! I think it might lead to a fire escape or something! Hurry up!"

Nero took a steadying breath and forced himself to complete the last few steps to the landing Memo had indicated. The door was nothing special…simply white with iron fastenings, just like the stairs they were climbing. The silver knob glinted dully as the fluorescent lights flickered, and burned out.

"Looks like the water hit the power supply," Memo shrugged in the dark.

He wrapped his clawed hand around the handle and took a deep breath, tugging hard and twisting with all his might. The knob slid open easily…and the door opened without a flaw. Memo whooped, punching his fist into the air and diving passed the door, disappearing into the darkness that lay beyond.

"Memo?" Nero asked nervously, lingering in the doorway. Rath growled, his eyes narrowing as he took several steps away from the door. Nero glanced back at him, a pit hollowing out his stomach, "What's wrong?"

A muffled thump echoed from within the dark.

Nero took several stumbling steps into the room, the hairs on the back of his neck standing on end. He reached his hand out to feel for Memo, his own heartbeat pounding in his ears. "Memo! Come on this isn't funny…Memo?"

His foot thumped against something on the floor, nearly making him trip.

As if on cue, the lights flickered to life.

Memo was lying motionless on the floor next to Nero's foot, a smeared line of blood tracing across his cheek to the tip of his closed eyes. His clawed hand rested peacefully in a dark puddle on the carpet…a puddle of his own blood.

The breath snagged in Nero's throat.

"Nero," Jeb breathed from where he sat in a chair just a few feet away. He pulled out a white handkerchief from his pocket, and carefully wiped the black gunpowder away from the silenced tip of a silver pistol. His polished glasses reflected Memo's lifeless from on the ground, his face remaining emotionless.

A thump sounded behind Nero as Rath let Fang's body crash to the floor. A vicious snarl tore through his snout, baring bloodstained teeth made specifically for crushing. He advanced toward Jeb at a brisk walk, his head held low and his hands tightened into fists.

The bullet flashed briefly in the dim light…yet not a sound was heard.

Rath hit the floor as if he had suddenly decided to sit down, a look of stone-cold confusion washing across his face as blood leaked into his eyes from the bullet-hole in the middle of his forehead. His damaged brain took several seconds to register that he was dead…before he collapsed entirely.

Fang moaned from across the room, jolted out of his comatose state by the fall from Rath's shoulders to the floor. Jeb took aim without hesitation, his finger closing around the trigger.

"Stop!" Nero shouted, stepping over Memo's body to shield Fang.

Jeb hesitated, his eyes narrowing before a smile spread across his face, "Oh…did you want to go first then?" The bullet slid into place with a faint click, "If you wish it."

Nero dropped to his knee, lunging forward with an extended hand.

Jeb tilted his head slightly, his smile widening as Nero's fist passed smoothly where his head had been moments before. Nero hit the far wall with a sickening snap, crumpling to the floor with his scarred back pressed tightly against the brick. A moment of silence passed.

Slowly, Jeb got to his feet, turning to face Nero with the gun rasied.

"Who do you think you are?" He chuckled, sliding his finger into position.

Nero lifted his head; blood trickled from behind clenched teeth, a fiery glint dancing in his eyes. He painstakingly opened his fist, his grimace turning into a smile as the smooth glass tube that had sat peacefully in Jeb's lap moments before glinted in his palm.

"I am," Nero growled, carefully pulling himself to his feet, "every drop of blood you've ever split. Every child you've ever killed. Every soul you've ever damned…"

The pistol slid from Jeb's shaking hand, falling to the floor with a muffled clack. His eyes remained riveted on the vial in Nero's fist, his mouth falling open as if to protest. Nero took two shaky steps toward the dirt streaked window set firmly into the stone wall, holding the vial out in front of him like a shield.

Jeb shook his head, his mouth hanging open in mute horror as Nero unlatched the window and eased himself onto the ledge. "No," he breathed, stretching out his worn hand, tears brimming his eyes, "Please, no."

"I am the Riddlyr," Nero muttered, "and you're time is up."

The wind tugged at him like an old friend as Nero tilted backwards, carefully sliding out the window and into the sky's embrace. The window fell away surprisingly fast, the details of the dirty glass fading as he fell out and away…the hole in his stomach finally filled.

Nero closed his eyes.

_If I had my choice…I'd prefer wings._

_Thump!_

Nero's eyes jerked open as his head was thrown violently back, his neck cracking as the familiar feeling of acceleration filled his chest. Pale arms were fastened firmly across his chest, a cold form hugging him close as they rose into the sky. Nero laughed loudly, as both his sneakers spiraled toward the ground, followed soon after by the glass vial that snapped and sparkled in the sunlight.

"Jesus Christ," Rail growled in his ear, "when will you learn to stay out of trouble?"

* * *

Max landed lightly on the windowsill, folding her wings in close to her back as she stepped across the floor. Her eyes flickered across Memo and Rath, who both lay silent as she stepped over them. The floor creaked beneath her boots.

Jeb glared at her from where he sat hunched in his chair, the pistol cradled in his arms. "You've come to kill me?" he rasped, his eyes red-rimmed. Max silently shook her head, turning away as Jeb moaned and pressed the nozzle of the pistol to his own head.

The bullet didn't make a sound.

Fang watched her approach from where he sat slumped against the wall, his eyes lidded. Max stood over him silently, looking down for several seconds before slowly lowering herself to sit beside him. She released a deep breath and leaned against the wall.

"You don't seem surprised," Fang breathed.

Max swallowed, hesitantly sliding across until her head rested against his shoulder, "I'm not."

Fang blinked, his lips flickering into a smile, "Not even the slightest bit?"

Max laughed lightly, burrowing closer against him, "Nope."

Fang shifted his arm around her shoulder, resting his chin on top of her head. He closed his eyes as the walls around them groaned and cracked. "So we die together?"

Max nodded into his shoulder.

"Just like it should be."

* * *

The water ate slowly at the buildings foundation, biting into the concrete and reducing the bricks to rubble. The walls sagged, the rooms crumpled, and the stairways unwound…slowly but surely collapsing in on itself.

Itex went up in a cloud of dust.

Cast majestically in the fading light of the setting sun.


	33. Epilogue

The Riddlyr

Epilogue

Nero tugged uncomfortably at the tight collar of his stiff black suit, taking a deep breath as the endless line of people shuffled around him. He waited patiently until the grass was empty, and the cemetery was silent.

He approached the grave markers hesitantly, his cracked knuckles shoved deep into his pockets. A cool breeze rippled across the neatly trimmed grass, the sun beating down on the backs of white birds the circled lazily in the sky.

Nero crouched next to the line of newly fastened gravestones, his eyes flickering across the surface to read the names set into the granite. He counted the names in rhythm with his heartbeat.

Iggy.

Gasman.

Nudge.

Robert.

Memo.

Rath.

Fang.

Maximum Ride.

He looked away, his eyes brimming with heated tears. Carefully, he took a small pocketknife out of his coat and flipped open the blade. Watching it flicker in the sunlight as he carved across the stone. He smiled at the carving and slid the blade away.

A cool hand slid on his shoulder.

"Do you think they know we won?" Nero asked, tilting his head back to look up at Rail. Rail took a deep breath, crouching next to him and running his hand over Max's grave. He traced his fingers over the inscription below her name.

_Beloved Leader and Friend._

"Yes," Rail said firmly, letting his hand drop, "they know."

Nero nodded once, "Good."

"Come on," Rail sighed, pulling himself to his feet and offering Nero a hand, "Angel's over at the concessions table fighting off the press. She could use a hand."

Nero wrinkled his nose, "Who's idea was it to have food at a funeral?"

Rail's shoulders shook with silent laughter as he led Nero over to the whitewashed table swarming with people from Fallbrook who had come to pay their respects.

Just barely visible against the hard granite, Nero's carving shone proudly in the sunlight. A pair of feathered wings, floating securely in place just beneath Max's name. A sudden gust of wind blew across the cemetery.

A single black feather riding on its crest.


	34. Ack

Acknowledgements:

Well…usually I'd name every one of my reviewers and tell what I like most about them…but in this case there's too many of you! Let's just say that I love you all and I'm really grateful that you stuck with me until the end! I hope you enjoyed it as much as I did.

See the next chapter for a Sneak Peek of my next fic!


	35. Sneak Peek

Dresden

_Prologue: In The Beginning_

Father Jacob lowered his ancient body into the creaking chair pushed close to his desk, taking a deep breath as the setting sun leaked through the window, casting the room in a blood-red wash. The dust settled as Father Jacob ran a wrinkled hand over the worn red-leather book in his lap, a distant frown tugging at his lip.

The room was suddenly pitched into darkness as the setting sun was sucked behind the black clouds that had been looming over the small island-town of Woolsworth for hours. Father Jacob heaved a large sigh and opened one of the desk drawers, letting the handle clatter back into place as he gently removed a white-wax candle from the depths.

The candle sputtered to life at the touch of a match.

Father Jacob silently took up the twisted green-quill pen that had laid reverently by his hand until that moment, uncorking the ink well with a soft intake of breath and letting the cork roll in mindless circles. The red leather book settled perfectly into the wood-grains of the ocher desk, waiting silently with its unfilled pages.

The dark crimson ink rippled in its glass well as Father Jacob dipped the end of the quill beneath its surface, letting it drip dry for several seconds before transferring the quill-tip to the yellowed paper of the red leather book.

He took a deep breath, and let the quill spin…

_In the beginning…there were Angels. And in the end…there were Demons. I was once a holy man. The people of this town called me 'Father', and they were all my children. I once believed that God was watching us. I believed He had a plan. I believed a lot of things…and for once, I believe I placed my faith in the wrong place._

_For in the beginning…there were the Angels. Creatures of light, neither man nor beast. The flowers spread where they walked, and the birds sang when they neared. In the beginning, there was life…but as I have learned…all living things must die._

_For in death…there were the Demons._

_I once believed in God._

_Yet I believe no more._

_Listen to my story._

_The story of my Angels…who fought like hell, to keep the Demons at bay…_


End file.
